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Common use of Servicing Clause in Contracts

Servicing. The Seller has represented to the Purchaser that certain of the Mortgage Loans are being serviced by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Salomon Br Mor Sec Vii Inc New Cen Ast BCK Fl Rt Ce 1997 Nc2), Pooling and Servicing Agreement (Salomon Bros Mort Sec Vii Inc Ast Bk Fl Rte Cer Se 1997-Nc1), Pooling and Servicing Agreement (Salomon Brothers Mort Sec Vii Inc Asst Back Cert Se 1997-Nc3)

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Servicing. The a. Seller, on Buyer's behalf, shall contract with Servicer to, or if Seller has represented to is the Purchaser that certain of Servicer, Seller shall, service the Mortgage Loans are being serviced consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receipt; provided, however, that any amounts required to be remitted to Buyer shall be deposited in the Collection Account on or prior to the day on which such remittance is to occur. d. Upon Buyer's request, Seller shall provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the SellerServicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer's interest in its capacity as servicer such Purchased Mortgage Loans and the Servicer's agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loan Purchase and Loans under the Servicing Agreement dated as without payment of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)penalty or termination fee. It is understood and agreed between the Seller and the Purchaser that Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans are to be delivered free and clear of a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Purchaser nor Program Agreements or any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, obligations of such servicing from any such servicer entities with respect to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Purchased Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreementpromptly notify Buyer.

Appears in 3 contracts

Samples: Master Repurchase Agreement (Standard Pacific Corp /De/), Master Repurchase Agreement (Staten Island Bancorp Inc), Master Repurchase Agreement (Staten Island Bancorp Inc)

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller has represented to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each Servicer to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Purchaser Servicing Released Purchased Loans and as between such Seller and Xxxxx, Xxxxx is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that certain such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the Mortgage foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans are being serviced into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its capacity sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Mortgage Loan Purchase Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement dated Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of September 1, 1996 between Salomon Brothers Realty Corp. and the servicing files of any Servicer or either Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaseras applicable, shall pay be in accordance with Accepted Servicing Practices. After any fees Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or penalties required by any servicer for releasing possesses Servicing Rights, such Seller shall) service the Mortgage related Purchased Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of this Agreement and for the Pooling and Servicing Agreement. For so long as benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Seller services the Mortgage Purchased Loans, but only with the Seller consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall be entitled remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing AgreementReleased Purchased Loans on a servicing released basis.

Appears in 3 contracts

Samples: Master Repurchase Agreement (Angel Oak Mortgage REIT, Inc.), Master Repurchase Agreement (Angel Oak Mortgage, Inc.), Master Repurchase Agreement (Angel Oak Mortgage REIT, Inc.)

Servicing. The a. Pursuant to the Servicing Agreement, Seller has represented contracted with Servicer to the Purchaser that certain of service the Mortgage Loans are being serviced consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Seller and Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. b. Seller shall and shall cause the Servicer to hold or cause to be held all escrow funds collected by Seller and Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall and shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the account set forth in Section 9 upon an Event of Default. d. Seller shall provide to Buyer a Servicer Notice and Pledge addressed to and agreed to by the SellerServicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in its capacity as servicer such Purchased Mortgage Loans and the Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence and continuation of an Event of Default hereunder, Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans without payment of any penalty or termination fee under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)Agreement. It is understood and agreed between the Seller and the Purchaser that Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans are to be delivered free and clear of a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither Purchased Mortgage Loan has failed to perform fully Seller’s obligations under the Purchaser nor Program Agreements or any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, obligations of such servicing from any such servicer entities with respect to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Purchased Mortgage Loans, Seller shall promptly notify Buyer. g. Servicer shall service the Purchased Mortgage Loans on behalf of Buyer for ninety (90) day intervals which will automatically terminate if not renewed by Buyer, which renewal shall be evidenced by delivery of a renewal letter substantially in the form of Exhibit C hereto. h. For the avoidance of doubt, the Seller retains no economic rights to the servicing of the Purchased Mortgage Loans; provided that the Seller shall be entitled and shall cause the Servicer to continue to service the Servicing Fee and such other payments Purchased Mortgage Loans hereunder as provided for under the terms part of the Pooling and Servicing AgreementObligations hereunder. As such, the Seller expressly acknowledges that the Purchased Mortgage Loan are sold to Buyer on a “servicing released” basis.

Appears in 3 contracts

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

Servicing. The a. Each Seller has represented to Party, on Administrative Agent’s and Buyers’ behalf, shall contract with a Servicer to, or if Seller is Servicer, Seller shall, service the Purchaser that certain of the Purchased Mortgage Loans are being serviced and Contributed Assets consistent with the degree of skill and care that such Seller Party customarily requires with respect to similar Mortgage Loans and Contributed Assets owned or managed by it and in accordance with Accepted Servicing Practices. Each Seller Party shall ensure that Servicer (i) complies with all applicable federal, state and local laws and regulations, (ii) maintains all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) does not impair the rights of Administrative Agent or Buyers in any Purchased Mortgage Loan or Contributed Asset or any payment thereunder. Administrative Agent may terminate the servicing of any Purchased Mortgage Loan or Contributed Asset with the then existing Servicer in accordance with Section 12.e hereof. b. With respect to Mortgage Loans other than BPL – Holdbacks, Seller shall and shall cause the Servicer to hold or cause to be held all escrow funds collected by Seller and Servicer with respect to any Purchased Assets or Contributed Assets in trust accounts and shall apply the same for the purposes for which such funds were collected. With respect to BPL – Holdbacks, Seller shall and shall cause the originator or Servicer to hold or cause to be held all Holdback Amounts collected by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject Seller or Servicer with respect to any other servicing agreements with third parties Purchased Assets in the Holdback Account and shall apply the same to improve and rehabilitate the related Mortgaged Property. c. On the Remittance Date, Seller shall and shall cause each Servicer to deposit all Income (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear net of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled and advances then due and owing pursuant to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and applicable Servicing Agreement) received by such Servicer on the Purchased Assets in the Program Account. d. Other than if the Servicer is a Seller Party, Seller Parties shall provide promptly to Administrative Agent a Servicer Notice, addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans and Contributed Assets, advising such Servicer of such matters as Administrative Agent may reasonably request, including, without limitation, recognition by the Servicer of Administrative Agent’s and Buyers’ interest in such Purchased Mortgage Loans and Contributed Assets and the Servicer’s agreement that upon receipt of notice of an Event of Default that has occurred and is continuing from Administrative Agent, it will follow the instructions of Administrative Agent with respect to the Purchased Mortgage Loans and Contributed Assets and any related Income with respect thereto. e. Upon the occurrence and continuance of an Event of Default hereunder, a Servicer Termination Event or a material default under the Servicing Agreement, Administrative Agent shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans and Contributed Assets under the Servicing Agreement without payment of any penalty or termination fee as set forth in the related Servicer Notice. Seller Parties and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans and Contributed Assets to a successor servicer appointed by Administrative Agent on behalf of Buyers in its sole discretion. For so long the avoidance of doubt, any termination of the Servicer’s rights to service by the Administrative Agent as a result of the occurrence and continuation of an Event of Default shall be deemed part of an exercise of the Administrative Agent’s rights to cause the liquidation, termination or acceleration of this Agreement. f. If a Seller Party should discover that, for any reason whatsoever, such Seller Party or any entity responsible to a Seller Party for managing or servicing any such Purchased Mortgage Loans or Contributed Assets has failed to perform fully a Seller Party’s obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans and Contributed Assets, such Seller Party shall promptly notify Administrative Agent. g. For the avoidance of doubt, with respect to Purchased Mortgage Loans and Contributed Assets sold or contributed on a servicing released basis, no Seller Party retains economic rights to the servicing of the Purchased Mortgage Loans and Contributed Assets; provided that the Seller services Parties shall and shall cause the Servicer to continue to service the Purchased Mortgage LoansLoans and Contributed Assets hereunder as part of the Obligations hereunder. As such, the Seller shall be entitled Parties expressly acknowledge that the Purchased Mortgage Loans and Contributed Assets are sold or contributed to Administrative Agent for the Servicing Fee and benefit of Buyers on a “servicing released” basis with such other payments as provided for under servicing retained by the terms of the Pooling and Servicing AgreementServicer.

Appears in 3 contracts

Samples: Master Repurchase Agreement (Home Point Capital Inc.), Master Repurchase Agreement (Home Point Capital Inc.), Master Repurchase Agreement (Home Point Capital Inc.)

Servicing. The (a) Seller has represented to shall service the Purchaser Purchased Mortgage Loans as agent for Buyer and in accordance with prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and in accordance with all applicable requirements of the Agencies, Requirement of Law, the provisions of any applicable servicing agreement, and the requirements of any applicable Takeout Commitment and the Approved Investor, so that certain the eligibility of the Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by such servicing and administration. (b) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller (a “Subservicer”), or if the servicing of any Mortgage Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer prior to such Purchase Date or servicing transfer date, as applicable. Each such Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Mortgage Loans, which consent may be withheld in Buyer’s sole discretion. In no event shall Seller’s use of a Subservicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans are directly. (c) Seller shall transfer actual servicing of each Purchased Mortgage Loan, together with all of the related Records in its possession, to Buyer’s designee and designate Buyer’s designee as the servicer in the MERS System upon the earliest of (i) the occurrence of a Default or Event of Default hereunder, (ii) the termination of Seller as interim servicer by Buyer pursuant to this Agreement, (iii) the expiration (and non-renewal) of the Servicing Term, or (iv) transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Buyer shall have the right to terminate Seller as interim servicer of any of the Purchased Mortgage Loans, which right shall be exercisable at any time in Buyer’s sole discretion, upon written notice. Seller’s transfer of the Records and servicing under this Section 15 shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”). (d) During the period Seller is servicing the Purchased Mortgage Loans as agent for Buyer, Seller agrees that Buyer is the owner of the related Credit Files and Records and Seller shall at all times maintain and safeguard and cause the Subservicer to maintain and safeguard the Credit File for the Purchased Mortgage Loans (including photocopies or images of the documents delivered to Buyer), and accurate and complete records of its servicing of the Purchased Mortgage Loan; Seller’s possession of the Credit Files and Records being for the sole purpose of servicing such Purchased Mortgage Loan and such retention and possession by Seller being in a custodial capacity only. (e) At Buyer’s request, Seller shall promptly deliver to Buyer reports regarding the status of any Purchased Mortgage Loan being serviced by the Seller, in its capacity as servicer which reports shall include, but shall not be limited to, a description of any default thereunder for more than thirty (30) days or such other circumstances that could cause a material adverse effect on such Purchased Mortgage Loan, Buyer’s title to such Purchased Mortgage Loan or the collateral securing such Purchased Mortgage Loan; Seller may be required to deliver such reports until the repurchase of the Purchased Mortgage Loan by Seller. Seller shall immediately notify Buyer if it becomes aware of any payment default that occurs under the Purchased Mortgage Loan Purchase and or any default under any Servicing Agreement dated as that would materially and adversely affect any Purchased Mortgage Loan subject thereto. (f) Seller shall release its custody of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear contents of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees Credit File or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement File only (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreementi) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms written instructions of Buyer, (ii) upon the consent of Buyer when such release is required as incidental to Seller’s servicing of the Pooling and Servicing AgreementPurchased Mortgage Loan, is required to complete the Takeout Commitment or comply with the Takeout Commitment requirements, or (iii) as required by any applicable Requirement of Law. (g) Buyer reserves the right to appoint a successor servicer at any time to service any Purchased Mortgage Loan (each a “Successor Servicer”) in its sole discretion. For so long as the Seller services the Mortgage LoansIf Buyer elects to make such an appointment due to a Default or Event of Default, the Seller shall be entitled assessed all costs and expenses incurred by Buyer associated with transferring the servicing of the Purchased Mortgage Loans to the Servicing Fee Successor Servicer. In the event of such an appointment, Seller shall perform all acts and such other payments as provided for under the terms take all action so that any part of the Pooling Credit File and Servicing related Records held by Seller, together with all funds in the Custodial Account and other receipts relating to such Purchased Mortgage Loan, are promptly delivered to Successor Servicer, and shall otherwise reasonably cooperate with Buyer in effectuating such transfer. Seller shall have no claim for lost servicing income, lost profits or other damages if Buyer appoints a Successor Servicer hereunder and the servicing fee is reduced or eliminated. For the avoidance of doubt any termination of the Servicer’s rights to service by the Buyer as a result of a Default or an Event of Default shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (h) For the avoidance of doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans provided that Seller shall continue to service the Purchased Mortgage Loans hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Buyer on a “servicing released” basis.

Appears in 3 contracts

Samples: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement (Home Point Capital Inc.), Master Repurchase Agreement (loanDepot, Inc.)

Servicing. The Seller has represented (a) Sellers and Buyer agree that all Servicing Rights with respect to the Purchaser that certain of the Mortgage Purchased Loans are being serviced transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to the applicable Seller upon such applicable Seller’s payment of the Repurchase Price for such applicable Purchased Loan. Notwithstanding the purchase and sale of the Purchased Loans and Servicing Rights hereby, the applicable Seller or, upon request by the applicable Seller, in Servicer, shall be granted a revocable license to exercise the Servicing Rights with respect to the Purchased Loans for the benefit of Buyer and, if Buyer shall exercise its capacity as servicer under rights to pledge or hypothecate a Purchased Loan prior to the Mortgage Loan Purchase Repurchase Date pursuant to Section 8, Buyer’s assigns (which license shall be deemed automatically revoked upon the occurrence and Servicing Agreement dated as during the continuance of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USAan Event of Default). It is understood and agreed between The applicable Seller shall cause Servicer to service the Seller and the Purchaser that the Mortgage Purchased Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer pursuant to the Master Servicer. The Mortgage Loans shall be serviced by the SellerServicing Agreement, in its capacity as Master Servicereach case, in accordance with Accepted Servicing Practices. The applicable Seller shall obtain the terms written consent of Buyer prior to appointing any third party Servicer for a Purchased Loan (other than the Persons pre-approved in the definition of Servicer) or entering into or amending or modifying any Servicing Agreement with a Servicer (other than the entry into the initial Servicing Agreement with Situs Asset Management LLC, as initial Servicer). (b) Sellers agree that, upon Buyer’s purchase of each Purchased Loan, Buyer is the owner of all related servicing records, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (collectively, the “Servicing Records”) until the Repurchase Price for such Purchased Loan has been paid to Buyer. Each Seller covenants to safeguard such Servicing Records which are in such Seller’s possession or in the possession of any Affiliate of such Seller and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on a servicing released basis or (ii) terminate any Servicer of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage LoansPurchased Loans with or without cause, the in each case without payment of any termination fee. (d) Neither Seller shall employ or permit Servicer to employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer in its sole discretion; provided that Servicer may delegate certain administrative functions to third parties without Buyer’s consent. (e) The payment of servicing fees under any Servicing Agreement not otherwise paid pursuant to such Servicing Agreement or paid in accordance with this Agreement, shall be entitled to solely the Servicing Fee and such other payments as provided for under the terms obligation of the Pooling and Servicing AgreementSellers.

Appears in 3 contracts

Samples: Master Repurchase Agreement (KKR Real Estate Finance Trust Inc.), Master Repurchase Agreement (KKR Real Estate Finance Trust Inc.), Master Repurchase Agreement (KKR Real Estate Finance Trust Inc.)

Servicing. The (a) Notwithstanding the purchase and sale of the Purchased Loans by Seller has represented to Buyer hereunder, GKK Manager LLC or such other Servicer shall continue to service the Purchased Loans at Seller’s sole cost and for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans prior to the Purchaser Repurchase Date pursuant to Section 8 or 17 of this Annex I, Buyer’s assigns; provided, however, that certain the obligations of Seller to service any of the Mortgage Purchased Loans are being serviced shall cease automatically upon the earliest of (i) an Event of Default, (ii) the date on which the aggregate Repurchase Price for the Portfolio Loans together with all accrued and unpaid Price Differential, unpaid Costs and other amounts payable by Seller to Buyer hereunder have been paid in full or (iii) the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as transfer of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the approved by Seller and the Purchaser that the Mortgage Loans are to Buyer, which Buyer’s consent shall not be delivered free and clear of any servicing agreementsunreasonably withheld. The Seller, without reimbursement from the Purchaser, Seller shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) service and shall arrange for cause the orderly transfer, as of Servicer to service the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Purchased Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with Accepted Servicing Practices. (b) Seller agrees that Buyer is the terms owner of all servicing records, including but not limited to any and all servicing agreements (the Pooling “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the “Servicing Agreement. For Records”) so long as the Purchased Loans are subject to the Agreement. Seller services covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Mortgage Custodian) at Buyer’s request. (c) Upon the occurrence and continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on a servicing released basis or (ii) terminate Servicer or any sub-servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee or such other costs or expenses to Buyer, it being agreed that Seller will pay any and all fees, costs and expenses required to terminate the Servicing Agreement and to effectuate a transfer of servicing to a designee of the Buyer; provided, however, that Buyer shall cause any successor servicer to deliver to Seller reports generated for Buyer relating to the Purchased Loans, the . (d) Seller shall not, and shall not permit Servicer to, employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer which shall not be entitled unreasonably withheld. If the Purchased Loans are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements with such sub-servicer to Buyer. (e) Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer’s security interest in the Purchased Loans and the Servicing Agreements and agreeing that each such sub-servicer shall deposit all Income with respect to the Servicing Fee and Purchased Loans in the Blocked Account, all in such other payments manner as shall be reasonably acceptable to Buyer. (f) In the event Seller or its Affiliate is servicing any Purchased Loan, Seller shall permit Buyer to inspect Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service such Purchased Loans as provided for under in the terms of the Pooling and Servicing Agreement. (g) Seller shall cause the Servicer to provide a copy of each report and notice sent to Seller to be sent to Buyer concurrently therewith.

Appears in 3 contracts

Samples: Master Repurchase Agreement (Gramercy Capital Corp), Master Repurchase Agreement (Gramercy Capital Corp), Master Repurchase Agreement (Gramercy Capital Corp)

Servicing. (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller has represented to the Purchaser that certain Buyer on a servicing released basis. In furtherance of the Mortgage Loans are being serviced foregoing, Seller and Buyer hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the Seller, in its capacity as servicer under servicing of the Mortgage Loan Purchase Purchased Assets and Servicing Agreement dated as of September 1, 1996 any prior agreement between Salomon Brothers Realty Corp. Seller and the Seller, and that such Mortgage Loans are not subject to any other Person or otherwise with respect to such servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)is hereby superseded in all respects. It is understood and agreed between Provided that Buyer shall have received a duly executed Servicer Acknowledgment from Servicer, prior to an Event of Default, Seller may retain Servicer, on behalf of Buyer, to service the Seller and Purchased Assets for the Purchaser benefit of or on behalf of Buyer; provided, however, that the Mortgage Loans are obligation of Servicer to be delivered free and clear of service any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange Purchased Asset for the orderly transfer, benefit of or on behalf of Buyer as of aforesaid shall cease upon the Cut-off Date, repurchase of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced Purchased Asset by the Seller, in its capacity as Master Servicer, Seller in accordance with the terms provisions of this Agreement or as otherwise provided in the Pooling Servicer Acknowledgment. (b) Seller agrees that, as between Seller and Buyer, Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Agreement. For Records”) so long as the Purchased Assets are subject to this Agreement. Seller services the Mortgage Loans, the covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. (c) Seller shall not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Buyer which approval shall be entitled in Buyer’s sole discretion. (d) Seller shall cause Servicer and any other sub-servicers engaged on behalf of Buyer to execute a Servicer Acknowledgment acknowledging Buyer’s interest in the Purchased Assets and the Servicing Agreement and agreeing that Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Servicing Fee and Purchased Assets in the Blocked Account, all in such other payments manner as shall be reasonably acceptable to Buyer. (e) To the extent applicable, Seller shall cause Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided for under the terms of the Pooling and Servicing in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder, Buyer shall have the right immediately to terminate Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee.

Appears in 3 contracts

Samples: Master Repurchase and Securities Contract Agreement (Claros Mortgage Trust, Inc.), Master Repurchase and Securities Contract Agreement (Granite Point Mortgage Trust Inc.), Master Repurchase and Securities Contract Agreement (Resource Capital Corp.)

Servicing. The (a) Seller has represented and Buyer agree that all Servicing Rights with respect to the Purchaser that certain of the Mortgage Purchased Loans are being serviced transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to Seller upon Seller’s payment of the Seller, in its capacity as servicer under Repurchase Price for such applicable Purchased Loan. Notwithstanding the Mortgage Loan Purchase purchase and sale of the Purchased Loans and Servicing Rights hereby, Servicer shall be granted a revocable license to exercise the Servicing Rights with respect to the Purchased Loans for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate a Purchased Loan prior to the Repurchase Date pursuant to Section 8, Buyer’s assigns (which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default); provided, however, that the obligations of Servicer to service the Purchased Loans shall cease, at Seller’s option, upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall cause Servicer to service the Purchased Loans pursuant to the Servicing Agreement dated as and in accordance with Accepted Servicing Practices approved by Buyer in the exercise of September 1, 1996 between Salomon Brothers Realty Corp. its reasonable business judgment and maintained by other prudent mortgage lenders with respect to senior interests in mortgage loans similar to the Seller, and that such Mortgage Loans are not subject Purchased Loans. Seller shall obtain the written consent of Buyer prior to appointing any other servicing agreements with third parties party servicer for a Purchased Loan (other than SubServicing Agreements with Advanta Mortgage Corp. USAXxxxx Fargo Bank, National Association). It . (b) Seller agrees that Buyer is understood the owner of all servicing records, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and agreed between any other records relating to or evidencing the Seller and servicing of Purchased Loans (collectively, the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement“Servicing Records”) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Purchased Loans are subject to this Agreement. Seller services grants Buyer a security interest in all servicing fees and rights relating to the Mortgage LoansPurchased Loans and all Servicing Records to secure the obligation of the Servicer to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records which are in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on a servicing released basis or (ii) terminate any Servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee. (d) Seller shall be entitled not employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer in its sole discretion; provided, this Section 29(d) shall not apply to an Affiliate of Seller, Operating Partnership and Guarantor. (e) The payment of servicing fees under the Servicing Fee and such other payments as provided for under Agreement shall be solely the terms obligation of the Pooling and Servicing AgreementSeller.

Appears in 2 contracts

Samples: Master Repurchase Agreement, Master Repurchase Agreement (NorthStar Real Estate Income Trust, Inc.)

Servicing. (a) The Seller has represented Borrower covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced to be maintained in conformity with accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides to mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties Borrower. (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that Lender is the owner of all servicing records, including but not limited to be delivered free any and clear of any all servicing agreements. The Seller, without reimbursement from files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Purchaserservicing of Mortgage Loans (the "Servicing Records"), shall pay any and (ii) the Borrower grants the Lender a security interest in all servicing fees or penalties required by any servicer for releasing and rights relating to the Mortgage Loans from any such servicing agreement (it being understood that neither and all Servicing Records to secure the Purchaser nor any affiliate obligation of the Purchaser is servicing Borrower or its designee to service in conformity with this Section and any other obligation of Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans under any are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrower (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to the Lender and Lender's successors and assigns all right, title, interest and the benefits of the Servicing Agreements with respect to the Mortgage Loans. (d) If the Servicer is the Borrower or an Affiliate of the Borrower, the Borrower shall provide to the Lender a letter from the Servicer to the effect that upon the occurrence of an Event of Default, the Lender may terminate the Servicing Agreement and transfer such servicing agreement andto its designee, accordinglyat no cost or expense to the Lender, it being agreed that neither the Purchaser nor Borrower will pay any affiliate and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the Purchaser is entitled to receive any fee for releasing Lender. (e) After the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Funding Date, until the pledge of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced Loan is relinquished by the SellerCustodian, in its capacity as Master Servicer, in accordance with the Borrower will have no right to modify or alter the terms of the Pooling Mortgage Loan and Servicing the Borrower will have no obligation or right to repossess the Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. For so long as . (f) In the Seller services event the Borrower or its Affiliate is servicing the Mortgage Loans, the Seller Borrower shall be entitled permit the Lender to inspect the Servicing Fee and such other payments Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided for under the terms of the Pooling and Servicing in this Loan Agreement.

Appears in 2 contracts

Samples: Loan Agreement (Southern Pacific Funding Corp), Loan Agreement (Southern Pacific Funding Corp)

Servicing. The (a) Notwithstanding the purchase and sale of the Purchased Loans by Seller has represented to Buyer hereunder, Midland Loan Services, Inc. or, with the consent of Buyer (which consent shall not unreasonably be withheld), an Affiliate of Seller ("Servicer") shall continue to service the Purchased Loans at Seller's sole cost and for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans prior to the Purchaser Repurchase Date pursuant to Section 8 or 17 of this Annex I, Buyer's assigns; provided, however, that certain the obligations of Seller to service any of the Mortgage Purchased Loans are being serviced shall cease automatically upon the earliest of (i) an Event of Default, (ii) the date on which the aggregate Repurchase Price for the Portfolio Loans together with all accrued and unpaid Price Differential, unpaid Costs and other amounts payable by Seller to Buyer hereunder have been paid in full or (iii) the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as transfer of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the approved by Seller and the Purchaser that the Mortgage Loans are to Buyer, which Buyer's consent shall not be delivered free and clear of any servicing agreementsunreasonably withheld. The Seller, without reimbursement from the Purchaser, Seller shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) service and shall arrange for cause the orderly transfer, as of Servicer to service the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Purchased Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with Accepted Servicing Practices. (b) Seller agrees that Buyer is the terms owner of all servicing records, including but not limited to any and all servicing agreements (the Pooling "Servicing Agreements"), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the "Servicing Agreement. For Records") so long as the Purchased Loans are subject to the Agreement. Seller services covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Mortgage Custodian) at Buyer's request. (c) Upon the occurrence and continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on a servicing released basis or (ii) terminate Servicer or any sub-servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee or such other costs or expenses to Buyer, it being agreed that Seller will pay any and all fees, costs and expenses required to terminate the Servicing Agreement and to effectuate a transfer of servicing to a designee of the Buyer; provided, however, that Buyer shall cause any successor servicer to deliver to Seller reports generated for Buyer relating to the Purchased Loans, the . (d) Seller shall not, and shall not permit Servicer to, employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer which shall not be entitled unreasonably withheld. If the Purchased Loans are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements with such sub-servicer to Buyer. (e) Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer's security interest in the Purchased Loans and the Servicing Agreements and agreeing that each such sub-servicer shall deposit all Income with respect to the Servicing Fee and Purchased Loans in the Blocked Account, all in such other payments manner as shall be reasonably acceptable to Buyer. (f) In the event Seller or its Affiliate is servicing any Purchased Loan, Seller shall permit Buyer to inspect Seller's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service such Purchased Loans as provided for under in the terms of the Pooling and Servicing Agreement. (g) Seller shall cause the Servicer to provide a copy of each report and notice sent to Seller to be sent to Buyer concurrently therewith.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Capital Trust Inc), Master Repurchase Agreement (Capital Trust Inc)

Servicing. The (a) Each servicer of any Purchased Asset (including the Interim Servicer) shall service the Purchased Assets for the benefit of Buyer and Buyer’s successors and assigns. Each Seller has represented shall cause each such servicer (including the Interim Servicer) to service the Purchased Assets at such Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(d), no servicer (including the Interim Servicer and the primary servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(d). (b) Each Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation each Interim Servicing Agreement or any other servicing agreement relating to the Purchaser that certain servicing of any or all of the Mortgage Loans Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are being subject to this Agreement. Each Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. Sellers shall cause each Foreign Purchased Asset to be serviced by a servicer acceptable to Buyer and in accordance with a Servicing Agreement in the Sellerform set forth in Exhibit XVII hereto. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its capacity sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), the Interim Servicer or any other servicer under or sub-servicer of the Mortgage Loan Purchase and Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Neither Seller shall employ sub-servicers or any other servicers other than the Interim Servicer pursuant to the applicable Interim Servicing Agreement dated as to service the Purchased Assets without the prior written approval of September 1Buyer, 1996 between Salomon Brothers Realty Corp. and in Buyer’s sole discretion. If the Seller, and that such Mortgage Loans Purchased Assets are not subject to serviced by a sub-servicer or any other servicer, the applicable Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements with third parties in the related Purchased Assets to Buyer. Each Seller shall cause all servicers (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreementInterim Servicer) and sub-servicers engaged by such Seller to execute the Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer immediately transfer all Income and other amounts with respect to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to such Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including the Interim Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. Each Seller shall cause each Servicing Agreement (including each Interim Servicing Agreement) to be consistent with the terms of this Agreement and each Servicer (including the Pooling Interim Servicer) to comply with such terms. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, each Seller retains no economic rights to the servicing, other than such Seller’s rights under the applicable Interim Servicing Agreement. For so long as As such, each Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Each Seller services the Mortgage Loansshall cause each servicer of a Purchased Asset to provide to Buyer, the Interim Servicer, and to the Custodian via electronic transmission, promptly upon request by Buyer a Servicing Tape for the month (or any portion thereof) prior to the date of Buyer’s request; provided, that to the extent any servicer does not provide any such Servicing Tape, such Seller shall prepare and provide to Buyer, the Interim Servicer and Custodian via electronic transmission a remittance report containing the servicing information that would otherwise be entitled to set forth in the Servicing Fee Tape; and provided, further, that regardless of whether such other payments as provided for under the terms of the Pooling and Seller at any time delivers any such remittance report, such Seller shall at all times use commercially reasonable efforts to cause each servicer to provide each Servicing AgreementTape in accordance herewith.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.), Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

Servicing. The Seller has represented (1) Pursuant to the Purchaser that certain of Servicing Agreement, Seller Parties, on Administrative Agent’s and Buyers’ behalf, shall have contracted with Servicer to service the Purchased Mortgage Loans are being serviced by and REO Properties consistent with the Seller, in its capacity as servicer under the Mortgage Loan Purchase degree of skill and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and care that such Seller Parties customarily require with respect to similar Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller REO Properties owned or managed by it and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with Accepted Servicing Practices. The Seller Parties and Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the terms rights of Administrative Agent and Buyers in any Mortgage Loans and REO Properties or any payment thereunder. Administrative Agent may terminate the servicing of any Mortgage Loan or REO Property with the then‑existing servicer in accordance with Section 12(a)(5) hereof. (2) Seller Parties shall and shall cause the Servicer to hold or cause to be held all escrow funds collected by Seller Parties and Servicer with respect to any Purchased Mortgage Loans and REO Properties in trust accounts and shall apply the same for the purposes for which such funds were collected. (3) Seller Parties shall and shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans and REO Property in accordance with Section 7 hereof. (4) Seller Parties shall provide to Administrative Agent a Servicer Notice and Pledge addressed to and agreed to by the Servicer of the Pooling related Purchased Mortgage Loans and REO Properties, advising such Servicer of such matters as Administrative Agent may reasonably request, including, without limitation, recognition by the Servicer of Administrative Agent’s and Buyers’ interest in such Purchased Mortgage Loans and REO Properties and the Servicer’s agreement that upon receipt of notice of an Event of Default from Administrative Agent, it will follow the instructions of Administrative Agent with respect to the Purchased Mortgage Loans and REO Properties and any related Income with respect thereto. (5) Upon the occurrence and continuation of an Event of Default hereunder, Administrative Agent shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans and REO Properties without payment of any penalty or termination fee under the Servicing Agreement. Seller Parties and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans and REO Properties to a successor servicer appointed by Administrative Agent on behalf of Buyers in its sole discretion. For so long the avoidance of doubt, any termination of the Servicer’s rights to service by the Administrative Agent as the Seller services the Mortgage Loans, the Seller a result of an Event of Default shall be entitled deemed part of an exercise of the Administrative Agent’s rights to cause the liquidation, termination or acceleration of this Agreement. (6) If Seller Parties should discover that, for any reason whatsoever, Seller Parties or any entity responsible to Seller Parties for managing or servicing any such Purchased Mortgage Loan or REO Property has failed to perform fully Seller Parties’ obligations under the Program Agreements or any of the obligations of such entities with respect to the Servicing Fee Purchased Mortgage Loans and such other payments as provided for under the terms of the Pooling and Servicing AgreementREO Properties, Seller Parties shall promptly notify Administrative Agent.

Appears in 2 contracts

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

Servicing. The Seller has represented to the Purchaser that certain of the Mortgage Loans are being serviced by the (a) Master Seller, in its capacity as servicer under the Mortgage Loan Purchase on behalf of itself and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the each Series Seller, and Buyer agree that all Servicing Rights with respect to the Purchased Loans will be transferred hereunder to Buyer on the applicable Purchase Date and such Mortgage Loans are not Servicing Rights shall be transferred by Buyer to Master Seller or the applicable Series Seller upon the applicable Series Seller’s payment of the Repurchase Price for such Purchased Loans, in each case subject to the terms of the applicable Servicing Agreement. Notwithstanding the transfer of Servicing Rights to Buyer, Master Seller, on behalf of itself and each Series Seller, shall be entitled to exercise all discretion with respect to any other servicing agreements with third parties directions or consents to be given to the Servicer of the Purchased Loans (other than SubServicing Agreements modifications of the Purchased Loans) and to appoint a servicer for each Purchased Loan subject to the prior written consent of Buyer, which consent may be given by Buyer in its sole and absolute discretion; provided, however, that upon the occurrence and during the continuance of an Event of Default, Master Seller’s and each Series Seller’s rights to exercise such discretion with Advanta Mortgage Corp. USA)respect to all of the Purchased Loans shall automatically terminate and be of no further force and effect. It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear Any amendment, modification or termination, or waiver of any servicing agreementsterm or provision, of any Purchased Loan or Purchased Loan Documents shall require Buyer’s prior written consent to the extent required and in accordance with Section 7(e) of this Agreement. The SellerBuyer hereby agrees that Midland Loan Services, without reimbursement from a division of PNC Bank, National Association, a national banking association, or any other third party servicer otherwise approved by Buyer in writing (a “Servicer”) may service the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Purchased Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as benefit of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, Buyer in accordance with the terms and conditions of the Pooling and servicing agreement in effect for each such Servicer, provided that each such servicing agreement shall have been approved in writing by Buyer in its commercially reasonable discretion, exercised in good faith (each such servicing agreement or subservicing agreement that has been approved by Buyer (or, if applicable, Buyer’s assigns), a “Servicing Agreement” and, collectively, the “Servicing Agreements”); and provided, further, that any such Servicer shall have entered into a Servicer Notice and Agreement substantially in the form of Exhibit IX attached hereto (a “Servicer Notice and Agreement”) acknowledging Buyer’s interests in the related Purchased Loans and its rights to sell such Purchased Loans on a servicing-released basis and to terminate the term of such Servicing Rights with respect to any Purchased Loans from and after an Event of Default; provided, however, that Midland Loan Services, as the initial Servicer, and as a party to the Initial Servicing Agreement, shall not be required to enter into a Servicer Notice and Agreement. For Master Seller shall cause the Purchased Loans to be serviced in accordance with Accepted Servicing Practices approved by Buyer in its reasonable discretion and practiced by other prudent mortgage lenders with respect to mortgage loans similar to the Purchased Loans. (b) Master Seller, on behalf of itself and each Series Seller, agrees that Buyer is the owner of all servicing records, including but not limited to Seller’s rights in and to any and all Servicing Agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (collectively, the “Servicing Records”) so long as the Purchased Loans are subject to this Agreement. Master Seller, on behalf of itself and each Series Seller, grants Buyer a security interest in all of Seller’s interest (if any) in servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller services or its designee to service in conformity with this Section 28 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records (if any are in Seller’s possession) and to deliver them promptly to Buyer or its designee (including the Mortgage LoansCustodian) upon the occurrence and during the continuance of an Event of Default. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 and any terms in the applicable Servicing Agreements approved by Buyer (i) in the case of a Facility Event of Default, sell its rights to any or all of the Purchased Loans (or in the case of a Transaction Event of Default, sell its rights to the affected Purchased Loan(s)) on a servicing released basis or (ii) in the case of a Facility Event of Default, terminate any Servicer or sub-servicer of any or all of the Purchased Loans (or in the case of a Transaction Event of Default, terminate the Servicer and sub-servicer, if any, for the affected Purchased Loan(s)), with or without cause, in each case without payment of any termination fee. Seller shall cause each Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service such Purchased Loans to the successor servicer, including requiring such Servicer to (i) promptly transfer all data in its possession relating to the applicable Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Purchased Loan File and all other files, records, correspondence and documents in its possession relating to the applicable Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof and the applicable Servicing Agreement, Buyer shall be entitled to injunctive relief. (d) If Servicer is an Affiliate of Seller or Sponsor, the Servicing Fee payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and such other payments as provided for under the terms of the Pooling and Servicing this Agreement.

Appears in 2 contracts

Samples: Master Repurchase Agreement, Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

Servicing. (a) The parties hereto agree and acknowledge that the Purchased Loans will be sold by Seller has represented to the Purchaser that certain Buyer on a servicing released basis. In furtherance of the Mortgage Loans are being serviced by the Sellerforegoing, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser Buyer hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the servicing of the Purchased Loans and any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that Buyer shall have received a duly executed Servicing Acknowledgement from Servicer, prior to an Event of Default, Seller may retain, on behalf of the Buyer, the Servicer to service the Purchased Loans for the benefit of or on behalf of Buyer; provided, however, that the Mortgage Loans are obligation of Servicer to be delivered free and clear of service any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange Purchased Loan for the orderly transfer, benefit of or on behalf of Buyer as of aforesaid shall cease upon the Cut-off Date, repurchase of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced Purchased Loan by the Seller, in its capacity as Master Servicer, Seller in accordance with the terms provisions of this Agreement or as otherwise provided in the Pooling Servicing Acknowledgement. (b) Seller agrees that, as between Seller and Buyer, Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the “Servicing Agreement. For Records”) so long as the Purchased Loans are subject to this Agreement. Seller services covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Mortgage Loans, the Custodian) at Buyer’s request. (c) Seller shall not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the Purchased Loans without the prior written approval of Buyer which approval shall not be entitled unreasonably withheld. (d) Seller shall cause Servicer and any other sub-servicers engaged on behalf of Buyer to execute a Servicing Acknowledgement acknowledging Buyer’s interest in the Purchased Loans and the Servicing Agreement and agreeing that the Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Servicing Fee and Purchased Loans in the Blocked Account, all in such other payments manner as shall be reasonably acceptable to Buyer. (e) To the extent applicable, Seller shall cause Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Loan as provided for under the terms of the Pooling and Servicing in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Loans on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder, Buyer shall have the right immediately to terminate Servicer’s right to service the Purchased Loans without payment of any penalty or termination fee.

Appears in 2 contracts

Samples: Master Repurchase Agreement, Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

Servicing. The (a) Seller has represented and Buyer agree that all Servicing Rights with respect to the Purchaser that certain of the Mortgage Purchased Loans are being serviced transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to Seller upon Seller’s payment of the Repurchase Price for such applicable Purchased Loan. Notwithstanding the purchase and sale of the Purchased Loans and Servicing Rights hereby, Seller or, upon request by Seller, in Servicer shall be granted a revocable license to exercise the Servicing Rights with respect to the Purchased Loans for the benefit of Buyer and, if Buyer shall exercise its capacity as servicer under rights to pledge or hypothecate a Purchased Loan prior to the Mortgage Loan Purchase Repurchase Date pursuant to Section 8, Buyer’s assigns (which license shall be deemed automatically revoked upon the occurrence and Servicing Agreement dated as during the continuance of September 1an Event of Default); provided, 1996 between Salomon Brothers Realty Corp. and the Sellerhowever, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage obligations of Seller or Servicer to service the Purchased Loans are shall cease, at Seller’s option, upon the payment by Seller to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate Buyer of the Purchaser is servicing Repurchase Price therefor. Seller shall cause Servicer to service the Mortgage Purchased Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer pursuant to the Master Servicer. The Mortgage Loans shall be serviced by the SellerServicing Agreement, in its capacity as Master Servicereach case, in accordance with Accepted Servicing Practices. Seller shall obtain the terms written consent of Buyer prior to appointing any third party Servicer for a Purchased Loan or entering into any Servicing Agreement with a Servicer (other than the Pooling initial Servicing Agreement with Midland Loan Services as initial Servicer). (b) Seller agrees that Buyer is the owner of all servicing records, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (collectively, the “Servicing Agreement. For Records”) so long as the Purchased Loans are subject to this Agreement. Seller services grants Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans, Purchased Loans and all Servicing Records to secure the obligation of the Seller shall be entitled or Servicer to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records which are in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Servicing Fee and such other payments as provided for under the terms Purchased Loans on a servicing released basis or (ii) terminate any Seller or Servicer of the Pooling and Purchased Loans with or without cause, in each case without payment of any termination fee to the extent provided in the Servicing Agreement. (d) Seller shall not employ or permit Servicer to employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer in its sole discretion except to the extent permitted in the Servicing Agreement. (e) The payment of servicing fees under any Servicing Agreement shall be solely the obligation of Seller.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.), Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

Servicing. (a) With respect to the Servicing Rights appurtenant to each Purchased Loan, the Buyer shall own, and the Seller shall deliver, such Servicing Rights to the Buyer on the related Purchase Date. The Seller covenants to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices. The Seller and the Buyer hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the servicing of the Purchased Items and any prior agreement between the Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that the Buyer shall have received a duly executed Servicer Notice, prior to an Event of Default that has represented not been waived, the Seller may retain a Servicer, on behalf of the Buyer, to service the Purchased Items for the benefit of or on behalf of the Buyer; provided, however, that the obligation of such Servicer to service any Purchased Items for the benefit of or on behalf of Buyer as aforesaid shall cease upon the repurchase of such Purchased Items Loan by Seller in accordance with the provisions of this Repurchase Agreement or as otherwise provided in the Servicer Notice In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract and the related Servicing Rights shall terminate automatically upon the earliest of (i) an Event of Default, (ii) [***] after the Effective Date, and every [***] thereafter, in each case, unless the Seller receives written notice of non-termination from the Buyer prior to the Purchaser that certain end of such [***] period, (iii) the Mortgage Loans are being serviced date on which all the Repurchase Obligations have been paid in full or (iv) the transfer of servicing approved by the Seller. Upon any such termination, Seller shall comply with the requirements set forth in its capacity Section 7.31 as servicer under to the Mortgage Loan Purchase delivery of the Servicing Records and Servicing Agreement dated as the physical servicing of September 1, 1996 between Salomon Brothers Realty Corp. and each Purchased Loan. (b) Upon any termination of the Seller, or Servicer as the servicer, the Seller shall deliver (or cause the related Servicer to deliver) the Servicing Records (as defined below) and, to the extent applicable, the physical and contractual servicing of each Purchased Item to the Buyer or its designee within thirty (30) days of such termination of the Seller, or Servicer as the servicer. The Seller’s, or Servicer’s transfer of the Servicing Rights, Servicing Records and the physical and contractual servicing shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”). (c) During the period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees that such Mortgage Loans are the Buyer is the owner of the Servicing Rights and all servicing records, including but not subject limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing agreements of such Purchased Loans (the “Servicing Records”), and (ii) the Seller grants the Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with third parties this Section 14.22 and any other obligation of the Seller to the Buyer. At all times during the term of this Repurchase Agreement, the Seller covenants to hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Buyer or its designee (other than SubServicing Agreements with Advanta Mortgage Corp. USA)including Custodian) at the Buyer’s request or otherwise as required by operation of Section 7.31 hereof. It is understood and agreed between by the parties that prior to an Event of Default, the Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (d) If the Purchased Loans are, at any time during the term of this Repurchase Agreement, serviced by a third party servicer (such third party servicer, the “Servicer”), such Servicer must be acceptable to RHS, Xxxxxx Xxx, Xxxxxxx Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the servicing agreement to the Buyer, which shall be in form and substance acceptable to the Buyer (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit C hereto (a “Servicer Notice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 14.22(d), shall be subject to the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 14.22(d). (e) If the servicer of the Purchased Loans is the Seller or the Servicer is an Affiliate of the Seller, the Seller shall provide to the Buyer a letter from the Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default that has not been waived, the Buyer may terminate any Servicing Agreement and in any event transfer servicing to the Buyer’s designee, at no cost or expense to the Buyer, it being agreed that the Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Buyer. (f) In addition to the rights provided in Section 14.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon sixty (60) days prior written notice, to the Seller or the Servicer, as applicable, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Buyer or its designee, at no cost or expense to the Buyer. The Seller agrees to cooperate with the Buyer in connection with the transfer of servicing. (g) After the Purchase Date for any Purchased Loan, until such Purchased Loan is repurchased by the Seller and possession thereof is relinquished by the Purchaser that Custodian, the Mortgage Loans are Seller will have no right to be delivered free modify or alter the terms of such Purchased Loan and clear of any servicing agreements. The Sellerthe Seller will have no obligation or right to repossess such Purchased Loan or substitute another Purchased Loan, without reimbursement from except as provided in the Purchaser, shall pay any fees Custodial and Disbursement Agreement. (h) In the event the Seller or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser its Affiliate is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Purchased Loans, the Seller shall be entitled permit the Buyer from time to time to inspect the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement. (i) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Servicing Fee Seller’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s servicing facilities including without limitation its books and such other payments records with respect to the Seller’s servicing portfolio and the Purchased Loans. In addition to the foregoing, the Seller shall permit the Buyer to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided for under the terms in this Repurchase Agreement. In addition, with respect to any Servicer which is not an Affiliate of the Pooling Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Servicer and Servicing Agreementto cause such Servicer to cooperate with the Buyer and/or its designees in connection with any due diligence performed by the Buyer and/or such designees in accordance with this Section 14.22(i). The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or inspection performed pursuant to this Section 14.22(i) shall be paid by the Buyer.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Home Point Capital Inc.), Master Repurchase Agreement (Home Point Capital Inc.)

Servicing. The a. Seller, on Buyer’s behalf, shall contract with Servicer to, or if Seller has represented to is the Purchaser that certain of Servicer, Seller shall, service the Mortgage Loans are being serviced consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Seller and Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then existing Servicer in accordance with Section 12.e hereof. b. Seller shall and shall cause the Servicer to hold or cause to be held all escrow funds collected by Seller and Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall and shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the account set forth in Section 9 upon the occurrence and during the continuance of an Event of Default. d. In the event there is a third party Servicer and upon Buyer’s request, Seller shall provide promptly to Buyer a Servicer Notice addressed to and agreed to by the SellerServicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in such Purchased Mortgage Loans and the Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon written notice, Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its capacity as servicer sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller’s obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loan Purchase and Servicing Agreement dated as Loans, Seller shall promptly notify Buyer. g. For the avoidance of September 1doubt, 1996 between Salomon Brothers Realty Corp. and the Seller retains no economic rights to the servicing of the Purchased Mortgage Loans other than the Seller’s rights under the Servicing Agreement; provided that the Seller shall and shall cause the Servicer to continue to service the Purchased Mortgage Loans hereunder as part of its Obligations hereunder. As such, and the Seller expressly acknowledges that such the Purchased Mortgage Loans are not subject sold to any other Buyer on a “servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreementreleased” basis.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Impac Mortgage Holdings Inc), Master Repurchase Agreement (Impac Mortgage Holdings Inc)

Servicing. (a) Seller, on Buyer’s behalf, shall service or contract with a Servicer to service the Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily requires with respect to similar Mortgage Loans owned or managed by such Servicer and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply in all material respects with all applicable Requirements of Law, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities under the Servicing Agreement and (iii) not impair the rights of Buyer in any Purchased Mortgage Loan or any payment thereunder. (b) Seller has represented shall cause the Servicer to hold or cause to be held all escrow funds collected by Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. (c) Seller shall, or shall cause the Servicer and any interim servicer to, deposit all collections received by Seller or Servicer on account of the Purchased Mortgage Loans in accordance with the provisions of Section 5(a)(i). (d) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced or subserviced by a servicer other than a currently approved Servicer, or if the servicing of any Purchased Mortgage Loan is to be transferred from a currently approved Servicer to another servicer, Seller shall, prior to such Purchase Date or servicing transfer date, as applicable, (i) provide Buyer with the related Servicing Agreement pursuant to which such servicer shall service such Mortgage Loans, which Servicing Agreement shall be acceptable to Buyer in all respects, (ii) obtain Buyer’s prior written consent to the Purchaser that certain use of such servicer in the Mortgage Loans are being serviced performance of such servicing duties and obligations, which consent may be withheld in Buyer’s sole discretion and (iii) provide Buyer with a fully executed servicer notice or letter agreement, executed by the SellerBuyer, Seller and such Servicer (each, a “Servicer Side Letter”), in form and substance acceptable to Buyer with respect to such Servicer. In no event shall Seller’s use of a Servicer relieve Seller of its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Sellerobligations hereunder, and that Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans are not directly. Seller hereby agrees and acknowledges, and shall cause any Servicer to agree and acknowledge, that Buyer or its designees shall have the right to conduct examinations and audits of the Servicer with respect to the servicing of the Purchased Mortgage Loans, to the extent set forth in the Servicing Agreement and any related servicer notice or letter agreement. Buyer shall also have the right to obtain copies of all Records and files of the Servicer relating to the Purchased Mortgage Loans, including all documents relating to the Purchased Mortgage Loans and the servicing thereof. (e) Upon the occurrence of an Event of Default hereunder or a Servicer Termination Event, with regard to Servicing-Released Mortgage Loans, Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans under the Servicing Agreement (subject to the related servicing transfer period) without payment of any penalty or termination fee, but subject to any other servicing agreements limitations set forth in the servicer notice or letter agreement with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)the Servicer. It is understood and agreed between the Seller and the Purchaser that Servicer shall cooperate in transferring the servicing and all Records of the Purchased Mortgage Loans are to be delivered free a successor servicer appointed by Xxxxx in its discretion. (f) If Seller should discover that, for any reason whatsoever, Seller or any entity responsible by contract to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller’s obligations under the Facility Documents or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer and clear of promptly remedy any servicing agreements. non-compliance. (g) The Seller, without reimbursement from Servicer’s rights and obligations to interim service the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Purchased Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cutare Servicing-off Date, of such servicing from any such servicer to the Master Servicer. The Released Mortgage Loans shall be serviced terminate on the twentieth (20th) day of each calendar month (and if such day is not a Business Day, the next succeeding Business Day), unless otherwise directed in writing by the SellerBuyer prior to such date. For purposes of this provision, notice provided by electronic mail shall constitute written notice. For the avoidance of doubt, this Subsection 18(g) shall no longer apply to any Purchased Mortgage Loan that is repurchased in its capacity as Master full by Seller in accordance with the provisions of this Agreement and therefore is no longer subject to a Transaction. Upon termination, the Servicer shall transfer servicing, including, without limitation, delivery of all servicing files to the designee of the Buyer. The Servicer’s delivery of servicing files shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After the servicing terminates and until the servicing transfer date, the Servicer shall service the Purchased Mortgage Loans in accordance with the terms of this Agreement and for the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms benefit of the Pooling and Servicing AgreementBuyer.

Appears in 2 contracts

Samples: Master Repurchase Agreement and Securities Contract (Radian Group Inc), Master Repurchase Agreement and Securities Contract (Radian Group Inc)

Servicing. The a. Pursuant to the Servicing Agreement, Seller has represented contracted with Servicer to the Purchaser that certain of service the Mortgage Loans are being serviced consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Seller and Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. b. Seller shall and shall cause the Servicer to hold or cause to be held all escrow funds collected by Seller and Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall and shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the account set forth in Section 9 upon an Event of Default. d. Seller shall provide to Buyer a Servicer Notice and Pledge, or in the event that the Servicer is not an Affiliate of Seller, a Servicer Notice, addressed to and agreed to by the SellerServicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in such Purchased Mortgage Loans and the Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence and continuation of an Event of Default hereunder, Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans without payment of any penalty or termination fee under the Servicing Agreement. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its capacity as servicer sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller’s obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loan Purchase Loans, Seller shall promptly notify Buyer. g. Servicer shall service the Purchased Mortgage Loans on behalf of Buyer for ninety (90) day intervals which will automatically terminate if not renewed by Buyer, which renewal shall be evidenced by delivery of a renewal letter substantially in the form of Exhibit C hereto. h. For the avoidance of doubt, the Seller retains no economic rights to the servicing of the Purchased Mortgage Loans; provided that the Seller shall and Servicing Agreement dated shall cause the Servicer to continue to service the Purchased Mortgage Loans hereunder as part of September 1the Obligations hereunder. As such, 1996 between Salomon Brothers Realty Corp. and the Seller, and Seller expressly acknowledges that such the Purchased Mortgage Loans are not subject sold to any other Buyer on a “servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreementreleased” basis.

Appears in 2 contracts

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

Servicing. The Seller has represented (a) Pursuant to Section 2, the Purchaser that certain of the Mortgage Loans are being serviced by the SellerCompany, in its capacity role as servicer under collection agent hereunder, shall allocate and remit funds received from Customers for the Mortgage Loan Purchase and Servicing Agreement dated as benefit of September 1the Initial Bond Issuer, 1996 between Salomon Brothers Realty Corp. the Initial Bond Trustee, the Additional Bond Issuer, the Additional Bond Trustee, the Buyer and the SellerReceivables Purchasers, respectively, and that shall control the movement of such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate funds out of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, Deposit Accounts in accordance with the terms of the Pooling and Servicing this Agreement. For To the extent permitted under the Initial Indenture, the Additional Indenture or the Receivables Purchase Agreement, the Company may appoint a successor servicer or sub-servicer to act in any of its respective capacities under this Agreement so long as the Seller services the Mortgage Loans, the Seller shall such successor servicer or sub-servicer has executed joinder documentation agreeing to act in such capacity and to be entitled to the Servicing Fee and such other payments as provided for under bound by the terms of this Agreement. (b) In the Pooling event that the Initial Bond Trustee is entitled to and desires to exercise its right, pursuant to the Initial Bond Agreements, to replace the Company as Initial Property Servicer, in the event that the Additional Bond Trustee is entitled to and desires to exercise its right, pursuant to the Additional Bond Agreements, to replace the Company as Additional Property Servicer, or in the event that the Receivables Purchasers are entitled to and desire to exercise their right to replace the Company as Receivables Servicer, and therefore to terminate the role of the Company as the Initial Property Servicer, as the Additional Property Servicer or as Receivables Servicer, as applicable, hereunder, the party desiring to exercise such right shall promptly give written notice to the other parties hereto (the “Servicer Notice”) in accordance with the notice provisions of this Agreement and consult with the other parties with respect to the person or entity (“Person”) who would replace the Company in its capacity as Initial Property Servicer, as Additional Property Servicer or as Receivables Servicer. Any successor to the Company in any of such capacities shall be agreed to by the Initial Bond Trustee, the Additional Bond Trustee and the Administrative Agent within ten (10) Business Days of the date of the Servicer Notice, and such successor shall be subject to satisfaction of the Initial Bonds Rating Agency Condition (as defined below) and the Additional Bonds Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Initial Servicing Agreement, the Additional Servicing Agreement and the Receivables Agreements. For the avoidance of doubt, (i) the removal of the Company as the Initial Property Servicer shall not automatically cause the removal of the Company as the Additional Property Servicer or as the Receivables Servicer, (ii) the removal of the Company as the Additional Property Servicer shall not automatically cause the removal of the Company as the Initial Property Servicer or as the Receivables Servicer, (iii) the removal of the Company as the Receivables Servicer shall not automatically cause the removal of the Company as the Initial Property Servicer or as the Additional Property Servicer, and (iv) the roles of Initial Property Servicer, Additional Property Servicer and Receivables Servicer may be held by different Persons so long as each such Person has agreed to be bound by the provisions of this Agreement. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Detroit, Michigan, New York, New York or the city in which the Corporate Trust Office (as defined in the Initial Indenture and the Additional Indenture) is located. Any Person named as replacement collection agent in accordance with this Section 4 is referred to herein as a “Replacement Collection Agent.” The parties hereto agree that any entity succeeding to the rights of the Company in its capacity as Initial Property Servicer, Additional Property Servicer or as Receivables Servicer hereunder shall execute customary joinder documentation agreeing to act in such capacity and to be bound by the terms of this Agreement.

Appears in 2 contracts

Samples: Indenture (DTE Electric Securitization Funding I LLC), Indenture (DTE Electric Securitization Funding I LLC)

Servicing. The Seller has represented (a) Each Borrower covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing each Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties Borrowers. (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that b) If the Mortgage Loans are serviced by a Borrower, (i) such Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to be delivered free any and clear of any all servicing agreements. The Seller, without reimbursement from files, documents, records, data bases, computer files, copies of computer files, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Purchaserservicing of Mortgage Loans (the “Servicing Records”), shall pay any and (ii) such Borrower grants the Lender a security interest in all servicing fees or penalties required by any servicer for releasing and rights relating to the Mortgage Loans from and all Servicing Records to secure the obligation of each Borrower or its designee to service in conformity with this Section and any other obligation of the Borrowers to the Lender. The Borrowers covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s request. (c) If the Mortgage Loans are serviced by a third party servicer other than Aames Funding Corporation (such third party servicer, the “Servicer”), the Borrowers (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same, and (iii) hereby irrevocably assigns to the Lender and the Lender’s successors and assigns all right, title, interest of the Borrowers in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. (d) If the Servicer of the Mortgage Loans is a Borrower or the Servicer is an Affiliate of a Borrower, such Borrower shall provide to the Lender a letter from the Borrowers or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement and in any event transfer servicing to the Lender’s designee, at no cost or expense to the Lender, it being understood agreed that neither the Purchaser nor Borrowers will pay any affiliate and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Purchaser Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of such Mortgage Loan and the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) In the event a Borrower or its Affiliate is servicing the Mortgage Loans under any Loans, such Borrower shall permit the Lender to inspect such Borrower’s or its Affiliate’s servicing agreement andfacilities, accordinglyas the case may be, for the purpose of satisfying the Lender that neither such Borrower or its Affiliate, as the Purchaser nor any affiliate of case may be, has the Purchaser is entitled ability to receive any fee for releasing service the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing in this Loan Agreement.

Appears in 2 contracts

Samples: Loan Agreement (Aames Investment Corp), Master Loan and Security Agreement (Aames Financial Corp/De)

Servicing. The (a) Seller has represented covenants to maintain or cause the servicing of the Transaction Assets to be maintained in conformity with accepted and prudent servicing practices in the industry for the same type of loans as the Transaction Assets and in a manner at least equal in quality to the Purchaser servicing Seller provides for assets similar to the Transaction Assets which Seller owns. In the event that certain the preceding language is interpreted as constituting one or more servicing contracts between Buyer and Seller, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Repurchase Obligations have been paid in full or (iii) the transfer of servicing approved by Seller. (b) If any of the Mortgage Loans Transaction Assets are being serviced by the Seller, (i) Seller agrees that Buyer is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of the Transaction Asset (the “Servicing Records”), and (ii) Seller grants Buyer a security interest in all servicing fees and rights relating to the Transaction Assets and all Servicing Records to secure the obligation of Seller or its capacity as servicer designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) If the Transaction Assets are serviced by Servicer, Seller (i) shall provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by Buyer and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to the Transaction Assets. (d) For the avoidance of doubt, Seller shall not retain any economic rights to the servicing other than Seller’s rights, if any, under the Mortgage Loan Purchase and Servicing Agreement. As such, Seller expressly acknowledges that the Transaction Assets are sold to Buyer on a “servicing released” basis with such servicing retained by Seller or, if the relevant Transaction Asset is serviced by a Servicer, the Servicer in respect of that Transaction Asset. (e) If the servicer of the Transaction Assets is Seller, Seller shall provide to Buyer a letter from Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Buyer may terminate any Servicing Agreement dated as and in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of September 1servicing to the designee of Buyer. (f) After the Purchase Date, 1996 between Salomon Brothers Realty Corp. and until the Seller, and that such Mortgage Loans are not subject rights to any other servicing agreements with third parties Transaction Assets under the Transaction Documents are relinquished by the Custodian, Seller will have no right to modify or alter the terms of such Transaction Assets and Seller will have no obligation or right to repossess such Transaction Assets or substitute another Eligible Transaction Asset, except as provided in the Custodial Agreement. (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between g) In the event Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such Transaction Assets, Seller shall permit Buyer from time to time to inspect Seller’s or its Affiliate’s servicing agreement andfacilities, accordinglyas the case may be, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transferpurpose of satisfying Buyer that Seller or its Affiliate, as of the Cut-off Datecase may be, of such has the ability to service the Transaction Assets as provided in this Agreement. (h) At all times when Seller or a Servicer is servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the SellerTransaction Asset, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled cause such party to the Servicing Fee and deliver to Buyer a monthly servicing update in such other payments form as provided for under the terms of the Pooling and Servicing AgreementBuyer may reasonably require.

Appears in 2 contracts

Samples: Master Repurchase Agreement (KBS Real Estate Investment Trust, Inc.), Master Repurchase Agreement (KBS Real Estate Investment Trust, Inc.)

Servicing. (a) The parties hereto agree and acknowledge that the Purchased Assets are sold to Buyer on a “servicing released” basis and Buyer is the sole owner of all Servicing Rights with respect to each Purchased Asset so long as such Purchased Asset is subject to this Agreement. Notwithstanding the foregoing, Seller has represented shall be granted a revocable license (which license shall automatically be revoked upon the occurrence of an Event of Default) to cause Servicer to service the Purchaser that certain of the Mortgage Loans are being serviced by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the SellerPurchased Assets, and that such Mortgage Loans are not subject Seller shall, at Seller’s sole cost and expense, cause the Servicer to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between service the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, Purchased Assets in accordance with the terms Servicing Agreement and this Article 27 for the benefit of Buyer. Notwithstanding the foregoing, Seller shall not take any Significant Modification of any Purchased Asset without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer. (b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Pooling Purchased Assets shall cease, at Buyer’s option, upon the earlier of (i) Buyer’s termination of Servicer in accordance with Article 27(c), or (ii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. Seller agrees to cooperate with Buyer in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the affected Purchased Assets to another Servicer approved by Buyer, such approval not to be unreasonably withheld, conditioned or delayed, as expeditiously as possible. (c) Buyer may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) at any time that a default by the Servicer under the Servicing Agreement or the Servicing Letter exists after the expiration of any applicable grace, notice and/or cure period set forth therein or (ii) during the continuance of an Event of Default, either for cause or without cause, in each case of clauses (i) and (ii), without payment of any penalty or termination fee by Buyer. (d) Seller shall not, and shall not permit Servicer to, employ any sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all Seller’s right, title and interest in the servicing agreement with such sub-servicer to Buyer. (e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. Seller shall cause Servicer (at the request of Buyer) and any sub-servicers engaged by Seller to execute a letter agreement with Buyer substantially in the form attached as Exhibit IX hereto (a “Servicer Letter”) acknowledging Buyer’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Asset to the Collection Account in accordance with Article 5(e) or as otherwise directed by Buyer in accordance with the Servicer Letter. (f) Seller agrees that Buyer is the owner of all servicing records relating to the Purchased Assets, including but not limited to the Servicing Agreement. For , files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller services covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Mortgage Loans, the Seller Custodian) at Buyer’s request. (g) The payment of servicing fees shall be entitled solely the responsibility of Seller and shall be subordinate to the Servicing Fee payment of amounts outstanding and such other payments as provided for due to Buyer under the terms of the Pooling and Servicing AgreementTransaction Documents.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Seven Hills Realty Trust), Master Repurchase Agreement (Tremont Mortgage Trust)

Servicing. The (a) Subject to Section 43(d) below, Seller has represented covenants to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the Purchaser related underlying Servicing Agreement. In the event that certain the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the Mortgage Loans are being serviced termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the Sellerlast Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity or (vi) upon written notice from Buyer to Seller which may be provided by Buyer at any time in its capacity as servicer sole discretion. (b) During the period Seller is servicing the Purchased Loans, (i) Seller agrees that Buyer is the owner of all Servicing Records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section 43 and any other obligation of Seller to Buyer. At all times during the term of this Agreement, Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the Mortgage Loan Purchase and related Servicing Agreement dated promptly to Buyer or its designee (including the Custodian) at Buyer’s request or otherwise as required by operation of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)Section 13(hh) hereof. It is understood and agreed between by the Seller and parties that prior to an Event of Default, Seller, as servicer shall retain the Purchaser servicing fees with respect to the Purchased Loans. (c) If any Loan that the Mortgage Loans are is proposed to be delivered free and clear sold on a Purchase Date is serviced by a servicer other than Seller (such third party servicer, the “Subservicer”), or if the servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreementsagreement with an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. The SellerIn addition, without reimbursement from Seller shall have obtained the Purchaserprior written consent of Buyer for such Subservicer to subservice the Loans, which consent may be withheld in Buyer’s sole discretion. All Subservicers shall pay be listed on Schedule 5 attached hereto. Initially, Seller shall not use a Subservicer. (d) Buyer shall have the right, exercisable at any fees time in its sole discretion, upon written notice, to terminate any of Seller or penalties required Subservicer as servicer or subservicer, respectively of any of the Purchased Loans and any related Servicing Agreement (to the extent permitted therein). Any Servicing Agreement shall be terminable at will by any servicer for releasing Buyer and shall be terminable under each of the Mortgage Loans from conditions set forth in Section 13(hh) hereof. Upon any such servicing agreement (it being understood that neither termination, Seller shall transfer or shall cause the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any Subservicer to transfer such servicing agreement andwith respect to such Purchased Loans to Buyer or its designee, accordingly, that neither at no cost or expense to Buyer. Seller agrees to cooperate with Buyer in connection with the Purchaser nor any affiliate transfer of servicing. (e) After the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Purchase Date, of such servicing from any such servicer until the Repurchase Date, Seller will have no right to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with modify or alter the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled Loan or consent to the Servicing Fee and such other payments as provided for under modification or alteration of the terms of any Loan, and Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement. (f) Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliate’s servicing facilities, as the Pooling case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer. (g) Following the origination of any Purchased Loan that has not been repurchased, Seller shall make all Principal Advances and Servicing AgreementAdvances as required under the related Mortgage, Note and the HECM Handbook, as applicable, and any increase to the principal balance of such Purchased Loan as a result of any such Principal Advances and Servicing Advances shall automatically become subject to the same Transaction to which such Purchased Loan is subject. Notwithstanding anything to the contrary herein, in no event shall Buyer have any obligation to fund, or reimburse Seller for any such Principal Advances or Servicing Advances made after the origination of such Purchased Loan, which obligations shall be retained by Seller, and such Principal Advances or Servicing Advances after the Purchase Date shall not increase the Purchase Price or Repurchase Price of such Purchased Loan.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Walter Investment Management Corp), Master Repurchase Agreement (Walter Investment Management Corp)

Servicing. The Seller has represented (a) Sellers and Servicer covenant to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the Purchaser related underlying Servicing Agreement. In the event that certain the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Upon any such termination, Sellers and Servicer, as applicable, shall comply with the requirements set forth in Section 13(hh) as to the delivery of the Mortgage Servicing Records and the physical servicing of each Purchased Loan. (b) During any period a Seller or Servicer is servicing any Purchased Loans, (i) Sellers and Servicer agree that Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans are being serviced by (the Seller“Servicing Records”), and (ii) Servicer grants Buyer a security interest in its capacity as servicer all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Sellers, Servicer or any Subservicer to service in conformity with this Section 43 and any other obligation of Sellers and/or Servicer to Buyer. At all times during the term of this Agreement, Servicer covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the Mortgage Loan Purchase and related Servicing Agreement dated promptly to Buyer or its designee (including Custodian) at Buyer’s request or otherwise as required by operation of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)Section 13(hh) hereof. It is understood and agreed between by the Seller and parties that prior to an Event of Default, Servicer may retain the Purchaser servicing fees with respect to the Purchased Loans. (c) If any Loan that the Mortgage Loans are is proposed to be delivered free and clear sold on a Purchase Date is serviced by a servicer other than Seller or Servicer (including any interim servicer) (a “Subservicer”), or if the servicing of any Purchased Loan is to be transferred to a Subservicer, Sellers shall provide a copy of the related servicing agreementsagreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. The In addition, Sellers shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Loans. (d) In addition to the rights provided in Section 43(a), Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate any Seller, without reimbursement from the PurchaserServicer or any Subservicers as servicer or subservicer, shall pay respectively, and any fees or penalties required by related Servicing Agreement. With respect to any servicer for releasing the Mortgage Loans from Servicing Rights, any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and termination shall arrange for the orderly transfer, be effective as of the Cut-off date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any such termination, Servicer shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Loans to Buyer or its designee, at no cost or expense to Buyer. Sellers and Servicer, as applicable, agree to cooperate with Buyer in connection with the transfer of servicing. (e) Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer shall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, Servicer shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Servicer’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Servicer has the ability to service the Loans as provided in this Agreement and in any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Servicer, Servicer shall use its best efforts to enable Buyer to inspect the servicing facilities of such servicing from Subservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any due diligence performed by Buyer and/or such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, designees in accordance with the terms of the Pooling this Section 43(e). Seller and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Section 43(e) shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreementpaid by Buyer.

Appears in 2 contracts

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

Servicing. The Upon payment of the Purchase Price, the parties agree that Purchaser (in the name of Seller has represented pursuant to Section 6.2) shall commence billing and collecting of all Payments and other amounts coming due under each Contract as of January 1, 2004. Purchaser shall also xxxx and collect, on behalf of Seller, all property taxes owing with respect to any Equipment subject to a Contract. Seller shall provide Purchaser with an invoice indicating the amount of such property taxes to be billed by Purchaser. Purchaser shall have no liability for any property taxes owing with respect to any Equipment and Seller hereby agrees to indemnify, defend and hold Purchaser harmless from and against any and all Losses (as defined in Section 4) related to such taxes (including without limitation any fines, interest and penalties related thereto). Further, Purchaser shall xxxx and collect all sales taxes owing with respect to any Equipment at a rate determined by Purchaser and Purchaser shall remit such sales taxes to the appropriate taxing authorities in Purchaser’s name. In the event Purchaser collects a Payment that certain is less than the total Payment, taxes and other amounts owing under a Contract, the amount so collected shall be applied as follows: first, to Purchaser for any past due Payments and other amounts owing under the Contract (including any past due sales tax) and second, for payment of property taxes. In the event Seller receives any Payments with respect to any Contract that belong to Purchaser pursuant to this Agreement, Seller agrees that such Payments will be Purchaser’s property and will be held in trust by Seller for Purchaser. Seller shall, on a twice monthly basis, but in no event later than 1 day prior to the last business day of the Mortgage Loans are being serviced by month remit any such Payments to Purchaser via ACH. If Seller fails to remit any Payments it collects to Purchaser pursuant to this paragraph, Seller shall pay Purchaser interest on such Payment at ten percent (10%) per annum until paid. (i) Upon the occurrence of an Event of Default as defined in a Contract or (ii) in the event Seller shall file or have filed against it any action for relief under any existing or future law relating to bankruptcy, insolvency, reorganization or relief of debtors, a receiver is appointed for Seller, in Seller makes a general assignment for the benefit of its capacity creditors, Seller shall generally not, or be unable to, pay its debts as servicer under they come due, or Seller shall dissolve, Purchaser shall have the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and option to notify the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate Obligor of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate transfer and assignment of the Purchaser is entitled Contract by sending the Obligors a notice letter pursuant to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as Section 6.2 of the Cut-off Date, of such servicing from any such servicer to the Master Servicerthis Agreement. The Mortgage Loans Such notice letter shall be serviced by the Seller, in its capacity such form as Master Servicer, in accordance with Purchaser deems reasonably necessary to effectuate the terms of this paragraph. Upon sending any notice letter, Purchaser may thereafter conduct all future activities with respect to the Pooling Contract (including, without limitation, billing and Servicing collecting all Payments due thereunder) in its own name and not under the name of Seller. In addition to the services provided above, Purchaser agrees to assist Seller in billing and collecting past due payments that may be owing to Seller under contracts not assigned to Purchaser under this Agreement but which contracts are with a customer that is also an Obligor under a Contract assigned to Purchaser under this Agreement. For so long as The parties shall mutually agree on the processes to be followed by Purchaser with respect to such collection activities. In the event Purchaser bills and collects any such past due amounts owing to Seller services the Mortgage Loansfrom a customer that is also an Obligor under a Contract assigned to Purchaser under this Agreement, the Seller any amounts actually collected by Purchaser from such Obligor shall be entitled applied as follows: first, to Purchaser for any past due Payments and other amounts owing under Purchaser’s Contract (including any late charges and past due sales tax) and second, to Seller. Purchaser shall, on a twice monthly basis, (but in no event later than 1 day prior to the Servicing Fee and such other payments as provided for under the terms last business day of the Pooling and Servicing Agreementmonth) remit any such Payments to Seller via ACH.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Lifeline Systems, Inc.), Purchase and Sale Agreement (Lifeline Systems Inc)

Servicing. a. The Sellers, on the Buyer’s behalf, shall contract with the Servicer to, or if a Seller has represented to is the Purchaser that certain Servicer, such Seller shall, service the Purchased Assets consistent with the degree of the Mortgage Loans are being serviced by the Seller, in its capacity as servicer under the Mortgage Loan Purchase skill and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and care that such Mortgage Loans are not subject Seller customarily requires with respect to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood similar Purchased Assets owned or managed by it and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the terms rights of the Pooling Buyer in any Purchased Assets or any payment thereunder. The Buyer may terminate the servicing of any Purchased Asset with the then-existing servicer in accordance with Section 13(e) hereof. b. The Sellers shall cause the Servicer to hold or cause to be held all escrow funds collected by the Servicer with respect to any Purchased Assets in trust accounts and Servicing Agreement. For so long shall apply the same for the purposes for which such funds were collected. c. The Servicer shall deposit all collections received by the Servicer on the Purchased Assets in the Collection Account no later than two Business Days following receipt; provided, however, that any amounts required to be remitted to the Buyer shall be deposited in the Collection Account on or prior to the day on which such remittance is to occur. d. Upon the Buyer’s request, the Sellers shall provide promptly to the Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Assets, advising such Servicer of such matters as the Buyer may reasonably request, including, without limitation, recognition by the Servicer of the Buyer’s interest in such Purchased Assets and the Servicer’s agreement that upon receipt of notice of an Event of Default from the Buyer, it will follow the instructions of the Buyer with respect to the Purchased Assets and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a Servicer Termination Event, the Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Assets under the Servicing Agreement without payment of any penalty or termination fee. The Sellers and the Servicer shall cooperate in transferring the servicing of the Purchased Assets to a successor servicer appointed by the Buyer in its sole discretion. f. If any Seller services should discover that, for any reason whatsoever, the Sellers or any entity responsible to the Sellers for managing or servicing any such Purchased Mortgage Loan has failed to perform in all material respects the Sellers’ obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, the such Seller shall be entitled to promptly notify the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing AgreementBuyer.

Appears in 2 contracts

Samples: Master Repurchase Agreement, Master Repurchase Agreement (New Century Financial Corp)

Servicing. The (a) Seller has represented and Buyer agree that all Servicing Rights with respect to the Purchaser that certain of the Mortgage Purchased Loans are being serviced transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to Seller upon Seller’s payment of the Repurchase Price for such applicable Purchased Loan. Notwithstanding the purchase and sale of the Purchased Loans and Servicing Rights hereby, Seller or, upon request of Seller, in any third party servicer approved by Buyer shall be granted a revocable license to exercise the Servicing Rights with respect to the Purchased Loans for the benefit of Buyer and, if Buyer shall exercise its capacity as servicer under rights to pledge or hypothecate a Purchased Loan prior to the Mortgage Loan Purchase Repurchase Date pursuant to Section 8, Buyer’s assigns (which license shall be deemed automatically revoked upon the occurrence and Servicing Agreement dated as during the continuance of September 1an Event of Default); provided, 1996 between Salomon Brothers Realty Corp. and the Sellerhowever, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage obligations of Seller or such third party to service the Purchased Loans are shall cease, at Seller’s option, upon the payment by Seller to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate Buyer of the Purchaser is servicing Repurchase Price therefor. Seller shall service or cause the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to service the Master Servicer. The Mortgage Purchased Loans shall be serviced by the Seller, in its capacity as Master Servicer, pursuant to this Agreement in accordance with Accepted Servicing Practices approved by Buyer in the terms exercise of its reasonable business judgment and maintained by other prudent mortgage lenders with respect to senior interests in mortgage loans similar to the Pooling Purchased Loans. Seller shall obtain the written consent of Buyer prior to appointing any third party servicer for a Purchased Loan, which consent shall not be unreasonably withheld or delayed so long as such servicer is rated not lower than “Average” by Standard & Poor’s Ratings Services in its ratings of primary servicers. (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements (the “Servicing Agreement. For Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the “Servicing Records”) so long as the Purchased Loans are subject to this Agreement. Seller services grants Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans, Purchased Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records which are in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on a servicing released basis or (ii) terminate the Seller or any servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ or permit a servicer to employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer, which consent shall not be unreasonably withheld or delayed so long as such sub-servicer is rated not lower than “Average” by Standard & Poor’s Ratings Services in its ratings of primary servicers. If the Purchased Loans are serviced by a sub-servicer to Seller, Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements in the Purchased Loans to Buyer. (e) Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer’s security interest, agreeing that it shall deposit all Income with respect to the applicable Purchased Loan(s) in the Cash Management Accounts and acknowledging that upon the occurrence and during the continuance of an Event of Default Buyer may terminate such sub-servicer without the requirement to pay any termination or similar fee. (f) The payment of servicing fees shall be entitled subordinate to the Servicing Fee payment of amounts outstanding under any Transaction and such other payments as provided for under the terms of the Pooling and Servicing this Agreement.

Appears in 2 contracts

Samples: Master Repurchase Agreement (RAIT Financial Trust), Master Repurchase Agreement (RAIT Financial Trust)

Servicing. The (a) Seller has represented covenants to maintain or cause the servicing of the Transaction Assets to be maintained in conformity with accepted and prudent servicing practices in the industry for the same type of loans as the Transaction Assets and in a manner at least equal in quality to the Purchaser servicing Seller provides for assets similar to the Transaction Assets which Seller owns. In the event that certain the preceding language is interpreted as constituting one or more servicing contracts between Buyer and Seller, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Repurchase Obligations have been paid in full or (iii) the transfer of servicing approved by Seller. (b) If any of the Mortgage Loans Transaction Assets are being serviced by the Seller, (i) Seller agrees that Buyer is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of the Transaction Asset (the “Servicing Records”), and (ii) Seller grants Buyer a security interest in all servicing fees and rights relating to the Transaction Assets and all Servicing Records to secure the obligation of Seller or its capacity as servicer designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's request. (c) If the Transaction Assets are serviced by Servicer, Seller (i) shall provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by Buyer and shall acknowledge and agree to a Servicer Notice prior to such successor's assumption of servicing obligations with respect to the Transaction Assets. (d) For the avoidance of doubt, Seller shall not retain any economic rights to the servicing other than Seller's rights, if any, under the Mortgage Loan Purchase and Servicing Agreement. As such, Seller expressly acknowledges that the Transaction Assets are sold to Buyer on a “servicing released” basis with such servicing retained by Seller or, if the relevant Transaction Asset is serviced by a Servicer, the Servicer in respect of that Transaction Asset. (e) If the servicer of the Transaction Assets is Seller, Seller shall provide to Buyer a letter from Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Buyer may terminate any Servicing Agreement dated as of September 1and in any event transfer servicing to Buyer's designee, 1996 between Salomon Brothers Realty Corp. and the Sellerat no cost or expense to Buyer, and it being agreed that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer. (f) After the Purchase Date, until the rights to the Transaction Assets under the Transaction Documents are relinquished by the Custodian, Seller will have no right to modify or penalties required by any servicer for releasing alter the Mortgage Loans from any terms of such servicing agreement Transaction Assets and Seller will have no obligation or right to repossess such Transaction Assets or substitute another Transaction Asset, except as provided in the Custodial Agreement. (it being understood that neither g) In the Purchaser nor any affiliate of the Purchaser event Seller is servicing the Mortgage Loans under any such Transaction Assets, Seller shall permit Buyer from time to time to inspect Seller's or its Affiliate's servicing agreement andfacilities, accordinglyas the case may be, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transferpurpose of satisfying Buyer that Seller or its Affiliate, as of the Cut-off Datecase may be, of such has the ability to service the Transaction Assets as provided in this Agreement. (h) At all times when Seller or a Servicer is servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the SellerTransaction Asset, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled cause such party to the Servicing Fee and deliver to Buyer a monthly servicing update in such other payments form as provided for under the terms of the Pooling and Servicing AgreementBuyer may reasonably require.

Appears in 2 contracts

Samples: Master Repurchase Agreement (KBS Real Estate Investment Trust, Inc.), Master Repurchase Agreement (KBS Real Estate Investment Trust, Inc.)

Servicing. The Seller has represented to the Purchaser that certain of the Mortgage Loans are being serviced by the (a) Master Seller, in its capacity as servicer under the Mortgage Loan Purchase on behalf of itself and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the each Series Seller, and Buyer agree that ownership of all Servicing Rights with respect to the Purchased Loans will be transferred hereunder to Buyer on the applicable Purchase Date and such Mortgage Loans are not ownership of Servicing Rights shall be transferred by Buyer to Master Seller or the applicable Series Seller upon the applicable Series Seller’s payment of the Repurchase Price for such Purchased Loans, in each case subject to the terms of the applicable Servicing Agreement. Without limiting the generality of the foregoing, subject to the terms of this Section 28, Buyer shall have the right to hire or engage any other servicing agreements Person to service or subservice all or any portion of the Purchased Loans. Buyer hereby grants to Master Seller, on behalf of itself and each Series Seller, prior to the occurrence of an Event of Default, the right to exercise all discretion with third parties respect to any directions or consents to be given to the Servicer of the Purchased Loans (other than SubServicing Agreements as provided below) and to appoint a servicer for each Purchased Loan subject to the prior written consent of Buyer, which consent may be given by Buyer in its reasonable discretion; provided, however, that (i) upon the occurrence and during the continuance of a Facility Event of Default, Master Seller’s and each Series Seller’s rights to exercise such discretion with Advanta Mortgage Corp. USA). It is understood respect to all of the Purchased Loans shall automatically terminate and agreed between be of no further force and effect, and (ii) upon the Seller occurrence and during the continuance of a Transaction Event of Default with respect to any Purchased Loan, Master Seller’s and the Purchaser applicable Series Seller’s rights to exercise such discretion with respect to such Purchased Loan shall automatically terminate and be of no further force and effect. Buyer hereby agrees that any of (i) Xxxxx Fargo Bank, N.A., (ii) KeyBank National Association, and (iii) Trimont Real Estate Advisors, LLC, or any other third party servicer otherwise approved by Buyer in writing (a “Servicer”) may service the Mortgage Purchased Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as benefit of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, Buyer in accordance with the terms and conditions of the Pooling and servicing agreement in effect for each such Servicer, provided that each such servicing agreement shall have been approved in writing by Buyer in its reasonable discretion and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans pursuant to Section 8 hereof, Buyer’s assigns (each such servicing agreement approved by Buyer (and, if applicable, Buyer’s assigns), a “Servicing Agreement” and, collectively, the “Servicing Agreements”); and provided, further, that any such Servicer shall have entered into a Servicer Notice and Agreement substantially in the form of Exhibit IX attached hereto (a “Servicer Notice and Agreement”) acknowledging Buyer’s interests in the related Purchased Loans and its rights to sell such Purchased Loans on a servicing-released basis and to terminate the term of such Servicing Rights with respect to any Purchased Loans sold by Buyer from and after an Event of Default. For Master Seller shall cause the Purchased Loans to be serviced in accordance with Accepted Servicing Practices approved by Buyer in its reasonable discretion and practiced by other prudent mortgage lenders with respect to mortgage loans similar to the Purchased Loans. Master Seller shall not, and shall not direct or permit any Servicer to, enter into, consent to or approve any amendment, modification or termination, or waiver of any term or provision, of any Purchased Loan or Purchased Loan Documents which constitutes a Material Action or take any other Material Action without Buyer’s prior written consent. (b) Master Seller, on behalf of itself and each Series Seller, agrees that Buyer is the owner of all of Seller’s right, title and interest, if any, in and to all servicing records, including but not limited to any and all Servicing Agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (collectively, the “Servicing Records”) so long as the Purchased Loans are subject to this Agreement. Master Seller, on behalf of itself and each Series Seller, grants Buyer a security interest in all of Seller’s interest (if any) in servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller services or its designee to service in conformity with this Section 28 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records (if any are in Seller’s possession) and, upon Buyer’s request, to deliver them promptly to Buyer or its designee (including Custodian) upon the Mortgage Loansoccurrence and during the continuance of an Event of Default. (c) The Servicer Notice and Agreement shall provide that Servicer’s right under the applicable Servicing Agreement to service the Purchased Loans shall automatically terminate on the thirtieth (30th) day following its execution and at the end of each thirty (30) day period thereafter, unless, in each case, Buyer shall agree, by delivery of a written notice to the related Servicer on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days. Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 hereof and any terms in the applicable Servicing Agreements approved by Buyer (i) in the case of a Facility Event of Default, sell its rights to any or all of the Purchased Loans (or in the case of a Transaction Event of Default, sell its rights to the affected Purchased Loan(s)) on a servicing released basis or (ii) in the case of a Facility Event of Default, terminate any Servicer or sub-servicer of any or all of the Purchased Loans (or in the case of a Transaction Event of Default, terminate the Servicer and sub-servicer, if any, for the affected Purchased Loan(s)), with or without cause, in each case without payment of any termination fee. Seller shall cause each Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service such Purchased Loans to the successor servicer, including requiring such Servicer to (i) promptly transfer all data in its possession relating to the applicable Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Purchased Loan File and all other files, records, correspondence and documents in its possession relating to the applicable Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof and the applicable Servicing Agreement, Buyer shall be entitled to injunctive relief. (d) Seller shall collaterally assign to Buyer all of its rights, title and interest under any Servicing Agreements as a condition of allowing the Servicing Fee Purchased Loans to be serviced by such Servicer and shall cause each such Servicer engaged by Seller to execute a Servicer Notice and Agreement with Buyer acknowledging Buyer’s security interest, agreeing that it shall deposit all Income and any other payments as provided for under sums required to be remitted to the terms holder of the Pooling Purchased Loans under related Purchased Loan Documents in the Cash Management Account as set forth in Section 5 hereof or as otherwise directed in a written notice signed by Buyer for so long as such Purchased Loan is subject to this Agreement, and Servicing acknowledging Buyer’s rights to terminate servicing as otherwise set forth above in this Section 28. (e) If Servicer is an Affiliate of Seller or Guarantor, the payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)

Servicing. (a) The parties hereto agree and acknowledge that the Purchased Assets are sold to Purchaser on a “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets are subject to this Agreement. Notwithstanding the foregoing, Seller has represented shall be granted a revocable license (which license shall automatically be revoked (i) every thirty (30) days unless Purchaser provides written notice to Seller that such license is extended for another thirty (30) days or (ii) upon the Purchaser that certain occurrence of an Event of Default) to cause Servicer to service the Mortgage Loans are being serviced by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the SellerPurchased Assets, and that such Mortgage Loans are not subject Seller shall, at Seller’s sole cost and expense, cause Servicer to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between service the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, Purchased Assets in accordance with the terms Servicing Agreement and this Article 29 and for the benefit of Purchaser. Notwithstanding the foregoing, Seller shall not take any action to effect any material modification or amendment of, or material waiver under, any Purchased Asset without first having given prior notice thereof to Purchaser in each such instance and receiving the prior written consent of Purchaser. (b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Pooling Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 29(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing to any other Servicer (approved in accordance with the definition of Servicer) and the assumption of such servicing by such other Servicer (approved in accordance with the definition of Servicer). Seller agrees to cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the effected Purchased Assets to another Servicer approved by Purchaser as expeditiously as possible. (c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of a default by Servicer under the Servicing Agreement or any applicable Servicer Letter or (ii) during the continuance of an Event of Default, in each case of clauses (i) and (ii), without payment of any penalty or termination fee. Notwithstanding clause (i) of the preceding sentence, if a default by Servicer under the Servicing Agreement or Servicer Letter occurs (and no Event of Default has occurred and is continuing), Purchaser shall not exercise its right to terminate Servicer so long as Seller (x) removes such Servicer and identifies a replacement servicer acceptable to Purchaser within five (5) Business Days of such default and (y) enters into a Servicing Agreement and, if applicable, a Servicer Letter with such replacement servicer acceptable to Purchaser within sixty (60) calendar days of such default. (d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the servicing agreements with such sub-servicer to Purchaser. (e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. In the event Purchaser is not a party to the Servicing Agreement. For , Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Purchaser substantially in the form attached as Exhibit XI hereto (a “Servicer Letter”) acknowledging Purchaser’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Asset to the Collection Account in accordance with Article 5(e) or as otherwise directed by Purchaser in accordance with the Servicer Letter. (f) Seller agrees that Purchaser is the owner of all servicing records related to the Purchased Assets, including but not limited to the Servicing Agreement, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller services covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Purchaser or its designee (including the Mortgage Loans, the Seller Custodian) at Purchaser’s request. (g) The payment of servicing fees shall be entitled solely the responsibility of Seller and shall be subordinate to the Servicing Fee payment of amounts outstanding and such other payments as provided for due to Purchaser under the terms of the Pooling and Servicing AgreementTransaction Documents.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)

Servicing. The a. Seller has represented to the Purchaser that certain of shall service the Mortgage Loans are being serviced consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable federal, state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing Servicer in accordance with Section 12(d) hereof. b. Seller shall hold or cause to be held all escrow funds collected by Seller as Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. c. Seller shall deposit all collections received by Seller as Servicer on the Purchased Mortgage Loans in the Securities Account on a daily basis within one (1) Business Day following receipt; provided, however, that any amounts required to be remitted to Buyer shall be deposited in the Securities Account on or prior to the day on which such remittance is to occur. d. Upon the occurrence and continuance of an Event of Default hereunder, Buyer shall have the right to immediately terminate Seller, ’s right to service the Purchased Mortgage Loans without payment of any penalty or termination fee. Seller shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its capacity as servicer sole discretion. e. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller’s obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loan Purchase and Servicing Agreement dated Loans, Seller shall promptly notify Buyer. f. Servicer shall service the Purchased Mortgage Loans on behalf of Buyer for thirty (30) day intervals which will automatically terminate if not renewed by Buyer (such renewal as evidenced by Buyer’s entry into a new Transaction). g. For the avoidance of September 1doubt, 1996 between Salomon Brothers Realty Corp. and Seller retains no economic rights to the Sellerservicing of the Purchased Mortgage Loans. As such, and Seller expressly acknowledges that such the Purchased Mortgage Loans are not subject sold to any other servicing agreements Buyer on a “servicing-released” basis with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced retained by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreement.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.), Master Repurchase Agreement (Pennymac Financial Services, Inc.)

Servicing. The (a) Seller has represented and Servicer covenant to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the Purchaser related underlying Servicing Agreement. In the event that certain the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Upon any such termination, Seller and Servicer, as applicable, shall comply with the requirements set forth in Section 13(hh) as to the delivery of the Mortgage Servicing Records and the physical servicing of each Purchased Loan. (b) During any period Seller or Servicer is servicing any Purchased Loans, (i) Seller and Servicer agree that Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans are being serviced by (the “Servicing Records”), and (ii) Servicer grants Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller, Servicer or any Subservicer to service in its capacity as servicer conformity with this Section 43 and any other obligation of Seller and/or Servicer to Buyer. At all times during the term of this Agreement, Servicer covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the Mortgage Loan Purchase and related Servicing Agreement dated promptly to Buyer or its designee (including Custodian) at Buyer’s request or otherwise as required by operation of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)Section 13(hh) hereof. It is understood and agreed between by the Seller and parties that prior to an Event of Default, Servicer may retain the Purchaser servicing fees with respect to the Purchased Loans. (c) If any Loan that the Mortgage Loans are is proposed to be delivered free and clear sold on a Purchase Date is serviced by a servicer other than Seller or Servicer (including any interim servicer) (a “Subservicer”), or if the servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreementsagreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. The In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Loans. (d) In addition to the rights provided in Section 43(a), Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate Seller, without reimbursement from the PurchaserServicer or any Subservicers as servicer or subservicer, shall pay respectively, and any fees or penalties required by related Servicing Agreement. With respect to any servicer for releasing the Mortgage Loans from Servicing Rights, any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and termination shall arrange for the orderly transfer, be effective as of the Cut-off date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any such termination, Servicer shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Loans to Buyer or its designee, at no cost or expense to Buyer. Seller and Servicer, as applicable, agree to cooperate with Buyer in connection with the transfer of servicing. (e) Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer shall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, Servicer shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Servicer’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Servicer has the ability to service the Loans as provided in this Agreement and in any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Servicer, Servicer shall use its best efforts to enable Buyer to inspect the servicing facilities of such servicing from Subservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any due diligence performed by Buyer and/or such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, designees in accordance with the terms of the Pooling this Section 43(e). Seller and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Section 43(e) shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreementpaid by Buyer.

Appears in 2 contracts

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

Servicing. The Seller has represented (a) You covenant to maintain or cause the servicing of the Collateral to be maintained in conformity with accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Collateral and in a manner at least equal in quality to the Purchaser servicing you provide for Collateral which you own. In the event that certain the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by us. (b) If the Collateral is serviced by you, (i) you agree that we are the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Collateral (the "SERVICING RECORDS"), and (ii) you grant us a security interest in all servicing fees and rights relating to the Collateral and all Servicing Records to secure your obligation or your designee to service in conformity with this Section and any other of your obligations to us. You covenant to safeguard such Servicing Records and to deliver them promptly to us or our designee (including the Custodian) at our request. (c) The Collateral consisting of Mortgage Loans are being serviced by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall may be serviced by a third-party servicer (such third-party servicer, the Seller"SERVICER"), in its capacity as Master Servicerprovided that, in accordance with the terms (i) you provide a copy of the servicing agreement to us, which shall be in form and substance acceptable to us (the "SERVICING AGREEMENT"); (ii) you hereby irrevocably assign to us and our successors and assigns all of your right, title, interest in, to and under, and the benefits of, any Servicing Agreement with respect to the Collateral; (iii) such Servicer is acceptable to us; (iv) the servicing fee is no greater than 1.00%, per annum, accrued on the outstanding Eligible Mortgage Loan balance; and (v) upon an Event of Default, we reserve the sole right to terminate the Servicer and appoint a successor Servicer. (d) Upon the occurrence of an Event of Default and to the extent that you have the right to assign a successor servicer under any Pooling and Servicing Agreement. For so long as , you hereby grant and assign to us such rights. (e) You shall provide to us a letter from you or the Seller services the Mortgage LoansServicer, the Seller shall be entitled to the effect that upon the occurrence of an Event of Default, we may terminate any Servicing Fee Agreement and such other payments transfer servicing to our designee, at no cost or expense to us, it being agreed that you will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to our designee. (f) After the Funding Date, until the pledge of any Collateral is relinquished by us or the Custodian, as provided for under applicable, you will have no right to modify or alter the terms of such item of Collateral and you will have no obligation or right to repossess such Collateral or substitute another item of Collateral, except as expressly provided herein or in the Pooling and Servicing Custodial Agreement. (g) In the event you or your Affiliate is servicing the Collateral, you shall permit us to inspect you or your Affiliate's servicing facilities, as the case may be, for the purpose of satisfying us that you or your Affiliate, as the case may be, has the ability to service the Collateral as provided in this Loan and Security Agreement. (h) You shall indemnify and hold us harmless from any liability resulting from any failure on your part to comply with your obligations under this section.

Appears in 2 contracts

Samples: Loan and Security Agreement (Firstplus Financial Group Inc), Loan and Security Agreement (Firstplus Financial Group Inc)

Servicing. The Seller has represented (a) Each Borrower covenant to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced to be maintained in conformity with accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrowers provide for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties Borrowers. (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that b) If the Mortgage Loans are serviced by a Borrower, (i) such Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to be delivered free any and clear of any all servicing agreements. The Seller, without reimbursement from files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Purchaserservicing of Mortgage Loans (the "Servicing Records"), shall pay any and (ii) such Borrower grants the Lender a security interest in all servicing fees or penalties required by any servicer for releasing and rights relating to the Mortgage Loans from and all Servicing Records to secure the obligation of each Borrower or its designee to service in conformity with this Section and any other obligation of the Borrowers to the Lender. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrowers (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit H hereto (a "Servicer Notice") and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is a Borrower or the Servicer is an Affiliate of a Borrower, such Borrower shall provide to the Lender a letter from the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement and in any event transfer servicing to the Lender's designee, at no cost or expense to the Lender, it being understood agreed that neither the Purchaser nor Borrowers will pay any affiliate and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Purchaser Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of such Mortgage Loan and the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) In the event a Borrower or its Affiliate is servicing the Mortgage Loans under any Loans, such Borrower shall permit the Lender from time to time to inspect such Borrower's or its Affiliate's servicing agreement andfacilities, accordinglyas the case may be, for the purpose of satisfying the Lender that neither such Borrower or its Affiliate, as the Purchaser nor any affiliate of case may be, has the Purchaser is entitled ability to receive any fee for releasing service the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing in this Loan Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (American Home Mortgage Holdings Inc), Master Loan and Security Agreement (American Home Mortgage Holdings Inc)

Servicing. (a) The Seller has represented covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Purchased Loans are being serviced to be maintained in conformity with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) the date on which all the Repurchase Obligations have been paid in full or (iv) the transfer of servicing approved by the Seller. Upon any such termination, Seller shall comply with the requirements set forth in its capacity Section 7.31 as servicer under to the Mortgage Loan Purchase and delivery of the Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. Records and the Sellerphysical servicing of each Purchased Loan. (b) During the period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees that the Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and that any other records relating to or evidencing the servicing of such Mortgage Loans are not subject (the “Servicing Records”), and (ii) the Seller grants the Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 13.22 and any other servicing agreements with third parties obligation of the Seller to the Buyer. At all times during the term of this Repurchase Agreement, the Seller covenants to hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Buyer or its designee (other than SubServicing Agreements with Advanta Mortgage Corp. USA)including Custodian) at the Buyer’s request or otherwise as required by operation of Section 7.31 hereof. It is understood and agreed between by the parties that prior to an Event of Default, the Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) If the Purchased Loans are, at any time during the term of this Repurchase Agreement, serviced by PennyMac Loan Services, LLC or a third party servicer (PennyMac Loan Services, LLC or such third party servicer, the “Servicer”), such Servicer must be acceptable to RHS, Xxxxxx Mae, Xxxxxxx Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the servicing agreement to the Buyer, which shall be in form and substance acceptable to the Buyer (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 13.22(c), shall be subject to the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 13.22(c). (d) If the Servicer of the Purchased Loans is the Seller or the Servicer is an Affiliate of the Seller, the Seller shall provide to the Buyer a letter from the Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Buyer may terminate any Servicing Agreement and in any event transfer servicing to the Buyer’s designee, at no cost or expense to the Buyer, it being agreed that the Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Buyer. (e) In addition to the rights provided in Section 13.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Buyer or its designee, at no cost or expense to the Buyer. The Seller agrees to cooperate with the Buyer in connection with the transfer of servicing. (f) After the Purchase Date for any Purchased Loan, until such Purchased Loan is repurchased by the Seller and possession thereof is relinquished by the Purchaser that Custodian, the Mortgage Loans are Seller will have no right to be delivered free modify or alter the terms of such Purchased Loan and clear of any servicing agreements. The Sellerthe Seller will have no obligation or right to repossess such Purchased Loan or substitute another Purchased Loan, without reimbursement from except as provided in the Purchaser, shall pay any fees Custodial Agreement. (g) In the event the Seller or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser its Affiliate is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Purchased Loans, the Seller shall permit the Buyer from time to time to inspect the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement; provided that, prior to a Default or Event of Default, such inspection shall be entitled subject to prior reasonable notice and shall be conducted during normal business hours. (h) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Servicing Fee Seller’s or the Servicer’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s or the Servicer’s servicing facilities including without limitation its books and such other payments records with respect to the Seller’s or the Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, the Seller shall permit the Buyer, or cause the Servicer to permit the Buyer, to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s, the Servicer’s or their Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller, the Servicer or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided for under the terms in this Agreement. In addition, with respect to any Servicer which is not an Affiliate of the Pooling Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Servicer and Servicing Agreementto cause such Servicer to cooperate with the Buyer and/or its designees in connection with any due diligence performed by the Buyer and/or such designees in accordance with this Section 13.22(h). The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or inspection performed pursuant to this Section 13.22(h) shall be paid by the Buyer.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

Servicing. (a) The Seller has represented parties hereto hereby agree that the Servicer shall act as (i) an independent contractor of the SPC and the Indenture Trustee (including for the benefit of the Investors, Enhancers (if any) and other Secured Parties) to administer the collection and servicing of all of the Purchased Diversified Payment Rights, and (ii) the collateral agent and bailee for the Indenture Trustee (for the benefit of the Investors, Enhancers (if any) and other Secured Parties) for the purposes of taking, perfecting and enforcing security interests in the Collateral, and the Servicer hereby agrees to administer the collection and servicing thereof (and the taking, perfecting and enforcing of security interests in the Collateral) for the benefit of such Persons. Except as otherwise provided herein, the Servicer shall have full power and authority to do any and all things in connection with such administration and servicing as it deems reasonably necessary or desirable, including appointing subservicers to perform one or more of its servicing obligations hereunder as provided in subsection (e). Without in any respect limiting the foregoing, the Servicer shall, in accordance with this Agreement but subject to all Applicable Laws (including, to the Purchaser that certain extent applicable, to ensure compliance with the Prohibited Nations Acts), manage and administer each of the Mortgage Loans are being serviced Purchased Diversified Payment Rights, exercise all discretionary powers involved in such management, collection and administration and, except as otherwise provided in subsection (b), bear all costs and expenses incurred in connection therewith that may be necessary or advisable and permitted for carrying out the transactions contemplated by the SellerTransaction Documents. In the management, collection and administration of the Purchased Diversified Payment Rights, the Servicer shall exercise at least the higher of (i) the same care that a reasonable Person would exercise in handling similar matters for its own account and (ii) the same care that the Servicer exercises in handling similar matters for its own account, and in either event the Servicer shall create and administer policies and practices consistent therewith. The Servicer shall comply at all times, in all material respects, with good business policies, practices, procedures and internal controls in effect at such time with respect to servicing and collecting the Purchased Diversified Payment Rights. Subject to Article IV of the Indenture, the SPC shall pay the Servicer (unless the Servicer is the Bank, the SPC or an Affiliate of either thereof) a fee (the “Servicing Fee”) on each Payment Date of 0.50% per annum of the total face amount of the Purchased Diversified Payment Rights generated during the preceding Quarterly Period as compensation for its capacity performance as servicer under Servicer. (b) The Bank (whether or not it is the Mortgage Loan Purchase and Servicing Agreement dated as Servicer) shall pay, out of September 1its own funds, 1996 between Salomon Brothers Realty Corp. any wiring or similar administrative charges that are imposed in connection with the collection of any Collections and the Sellerremitting of such Collections (or related notices and/or Payment Orders) to/from any Person (including any payments to Investors and Enhancers (if any) and sending information to the Bank in order to make arrangements for payment to the applicable DPR Payees). If, instead of being paid for directly by the Bank, any such charges are deducted from the amount of the Collections, then the Bank (whether or not the Servicer) shall promptly indemnify the SPC for such charges by depositing an equivalent amount into a Concentration Account or the Collateral Account; it being understood that the Bank may retain for its own account any amounts received from a DPR Payor, DPR Payee or any other Person as reimbursement for such charges (including any commissions received in connection therewith that are excluded from the definition of Purchased Diversified Payment Rights pursuant to the proviso in the definition thereof). (c) The Servicer hereby agrees to cause to be established (and maintained in accordance with the terms hereof and of the other Transaction Documents) each Concentration Account, each other Trust Account and each other account required to be maintained by the Servicer and/or the SPC pursuant to the Indenture, including any Indenture Supplement and the other Transaction Documents and shall take all steps necessary (if any) on its part to perfect the security interest of the Indenture Trustee in such Trust Accounts. (d) After its receipt thereof, the Servicer shall use commercially reasonable efforts immediately to segregate the Collections from any other payments or similar items received by it, including (i) any payments for which the identified payee is not located in Jamaica and (ii) any commissions that are excluded from the definition of Purchased Diversified Payment Rights pursuant to the proviso in the definition thereof. (e) The obligation of the Servicer to service the Purchased Diversified Payment Rights is personal to the Servicer, and the parties recognize that another Person may not be qualified to perform such Mortgage Loans are obligations. Accordingly, the Servicer’s obligation to service the Purchased Diversified Payment Rights hereunder, to the extent permitted by Applicable Law, shall be specifically enforceable and shall be absolute and unconditional in all circumstances, including during the existence of any Early Amortization Event (including any Servicer Default) or Default; provided that a replacement Servicer may be appointed pursuant to Article IV. The provisions of this subsection shall not subject preclude the Servicer from subcontracting any or all of its responsibilities hereunder so long as it shall retain supervisory control of any such subcontractor and shall comply with the requirements of Section 5.2 before entering into any such subcontracting arrangement. The Servicer shall ensure, as a condition precedent to entering into any other servicing agreements such subcontracting arrangement, that each such subcontractor shall agree to service the Purchased Diversified Payment Rights in accordance with third parties all Applicable Laws (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood including, to the extent applicable, the Prohibited Nations Acts) and agreed between the Seller this Agreement and the Purchaser that other Transaction Documents and has the Mortgage Loans are ability to do so. Anything herein to the contrary notwithstanding, the Servicer shall be delivered free fully responsible for any and clear all acts or failures to act of any servicing agreementssuch subcontractor to the same extent as if the Servicer were performing or directly responsible for such subcontractor’s duties and responsibilities. (f) The Servicer shall not resign from its obligations hereunder except upon its reasonable determination that (i) the performance of such obligations is no longer permissible under Applicable Law and (ii) there is no reasonable action that it could take to make such performance permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) by an Opinion of Counsel to the Servicer to such effect and as to clause (ii) by an Officers’ Certificate of the Servicer, in each case addressed to the SPC, the Indenture Trustee, each Enhancer (if any) and each Rating Agency. No such resignation shall become effective until a successor servicer shall have assumed in writing the responsibilities and obligations of the Servicer in accordance with Section 4.3. (g) Each of the SPC and the Indenture Trustee hereby grants to the Servicer a revocable power-of-attorney, which power is coupled with an interest, with full power of substitution, to take in the name of the SPC and/or the Indenture Trustee or in its own name all steps necessary or advisable to endorse, negotiate, deliver or otherwise realize upon the Purchased Diversified Payment Rights or any writing or other report of any kind held or owned by the SPC or transmitted to or received by the Servicer as payment on account or otherwise in respect of any Purchased Diversified Payment Right. (h) Except when any Servicer Default exists, the SPC hereby authorizes the Servicer (on behalf of the SPC) to instruct the Indenture Trustee and each Trustee with respect to the investment of funds held in the Trust Accounts. (i) The SellerServicer’s obligations under this Agreement shall terminate on the Sale Termination Date; provided that if the Bank is no longer the Servicer, without reimbursement from then the Purchaser, Servicer shall pay any fees or penalties required by any servicer for releasing on the Mortgage Loans from any such servicing agreement Sale Termination Date: (i) transfer all records and documents relating to the Diversified Payment Rights to the Bank (it being understood that neither the Purchaser nor any affiliate Servicer may retain a copy of the Purchaser is servicing the Mortgage Loans under any all such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreementrecords and documents) and shall arrange for the orderly transfer, (ii) execute and deliver all documents and instruments related thereto as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall may be serviced reasonably requested by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing AgreementBank.

Appears in 2 contracts

Samples: Servicing Agreement, Servicing Agreement (National Commercial Bank Jamaica LTD)

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller has represented to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each Servicer to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Purchaser Servicing Released Purchased Loans and as between such Seller and Buyer, Buyer is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that certain such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the Mortgage foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans are being serviced into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its capacity sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Mortgage Loan Purchase Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement dated Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of September 1, 1996 between Salomon Brothers Realty Corp. and the servicing files of any Servicer or either Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaseras applicable, shall pay be in accordance with Accepted Servicing Practices. After any fees Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or penalties required by any servicer for releasing possesses Servicing Rights, such Seller shall) service the Mortgage related Purchased Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of this Agreement and for the Pooling and Servicing Agreement. For so long as benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Seller services the Mortgage Purchased Loans, but only with the Seller consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall be entitled remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing AgreementReleased Purchased Loans on a servicing released basis.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Angel Oak Mortgage, Inc.), Master Repurchase Agreement (Angel Oak Mortgage, Inc.)

Servicing. The Mortgage Loans will be master serviced by the Master Servicer under the Pooling and Servicing Agreement and serviced by the Servicer, on behalf of the Trust, under that certain Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as of September 1, 2005 as amended and restated to and including May 1, 2006 among the Seller, and Countrywide Home Loans, Inc. (“Countrywide”), as modified by the Assignment, Assumption and Recognition Agreement, dated as of July 25, 2006 among the Seller, the Purchaser, the Servicer and Countrywide (collectively, the “Servicing Agreement”) and the Seller has represented to the Purchaser that certain of the Mortgage Loans are being serviced by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)parties. It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any other servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither Neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and . The Seller shall arrange for the orderly transfer, as of the Cut-off Date, transfer of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller Master Servicer master services the Mortgage Loans and the Servicer services the Mortgage Loans, the Seller Master Servicer shall be entitled to the master servicing compensation and the Servicer shall be entitled to its Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreement and Servicing Agreement, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Cw1), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Cw1)

Servicing. (a) The Seller has represented shall cause the Servicer to the Purchaser that certain of service the Mortgage Loans are being serviced by consistent with the Seller, in its capacity as servicer under the Mortgage Loan Purchase degree of skill and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such care customarily required with respect to similar Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood owned or managed by it and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with all applicable industry standards. The Seller shall cause the terms Servicer to (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. (b) The Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by the Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. (c) The Seller shall cause the Servicer to deposit all collections received by the Servicer on account of the Pooling and Servicing AgreementPurchased Mortgage Loans in the Collection Account no later than two Business Days following receipt. (d) Upon the occurrence of a Default or Event of Default hereunder, Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans without payment of any penalty or termination fee. For so long as The Seller shall cause the Servicer to cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. (e) If the Servicer should discover that, for any reason whatsoever, any entity responsible to the Seller services by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully the Servicer’s obligations under the Repurchase Documents or any of the obligations of such entities with respect to the Purchased Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreementpromptly notify Buyer.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Homebanc Corp), Master Repurchase Agreement (Homebanc Corp)

Servicing. (a) Seller, on Buyer’s behalf, shall service or contract with a Servicer to interim service the Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily requires with respect to similar Mortgage Loans owned or managed by such Servicer and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Requirements of Law, and (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities under the Servicing Agreement. (b) Seller has represented shall cause the Servicer to hold or cause to be held all escrow funds collected by Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. (c) Seller shall, or shall cause the Servicer and any interim servicer to, deposit all collections received by Seller or Servicer on account of the Purchased Mortgage Loans in accordance with the provisions of Section 5(a). If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced or subserviced by a servicer other than a currently approved Servicer, or if the servicing of any Purchased Mortgage Loan is to be transferred from a currently approved Servicer to another servicer, Seller shall, prior to such Purchase Date or servicing transfer date, as applicable, (i) provide Buyer with the related Servicing Agreement pursuant to which such servicer shall service such Mortgage Loans, which Servicing Agreement shall be acceptable to Buyer in all respects, (ii) obtain Buyer’s prior written consent to the Purchaser that certain use of such servicer in the Mortgage Loans are being serviced performance of such servicing duties and obligations, which consent may be withheld in Buyer’s sole discretion and (iii) provide Buyer with a fully executed servicer notice or letter agreement, executed by the SellerBuyer, Seller and such Servicer (each, a “Servicer Side Letter”), in form and substance acceptable to Buyer with respect to such Servicer. In no event shall Seller’s use of a Servicer relieve Seller of its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Sellerobligations hereunder, and that Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans are not directly. Seller hereby agrees and acknowledges, and shall cause any Servicer to agree and acknowledge, that Buyer or its designees shall have the right to conduct examinations and audits of the Servicer with respect to the servicing of the Purchased Mortgage Loans. Buyer shall also have the right to obtain copies of all Records relating to the Purchased Mortgage Loans, including all documents relating to the Purchased Mortgage Loans and the servicing thereof. (d) Upon the occurrence and continuation of an Event of Default hereunder or a Servicer Termination Event, Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans under the Servicing Agreement (subject to the related servicing transfer period) without payment of any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)penalty or termination fee. It is understood and agreed between the Seller and the Purchaser that Servicer shall cooperate in transferring the servicing and all Records of the Purchased Mortgage Loans are to be delivered free and clear of a successor servicer appointed by Buyer in its discretion. (e) If Seller should discover that, for any reason whatsoever, Seller or any entity responsible by contract to Seller for managing or servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither Purchased Mortgage Loan has failed to perform fully Seller’s obligations under the Purchaser nor Facility Documents or any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, obligations of such servicing from any such servicer entities with respect to the Master Purchased Mortgage Loans, Seller shall promptly notify Buyer and promptly remedy any non-compliance. (f) The Servicer. The ’s rights and obligations to interim service the Purchased Mortgage Loans shall be serviced terminate on the twentieth (20th) day of each calendar month (and if such day is not a Business Day, the next succeeding Business Day), unless otherwise directed in writing by the SellerBuyer prior to such date. For purposes of this provision, notice provided by electronic mail shall constitute written notice. For the avoidance of doubt, this Subsection 18(f) shall no longer apply to any Purchased Mortgage Loan that is repurchased in its capacity as Master full by Seller in accordance with the provisions of this Agreement and therefore is no longer subject to a Transaction. Upon termination in accordance with the first sentence of this Subsection 18(f), the Servicer shall transfer servicing, including, without limitation, delivery of all servicing files in Servicer’s possession to the designee of the Buyer. The Servicer’s delivery of servicing files shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After the servicing terminates and until the date the servicing is transferred, the Servicer shall service the Purchased Mortgage Loans in accordance with the terms of this Agreement and for the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms benefit of the Pooling and Servicing AgreementBuyer.

Appears in 2 contracts

Samples: Master Repurchase Agreement and Securities Contract (Home Point Capital Inc.), Master Repurchase Agreement (Home Point Capital Inc.)

Servicing. The a. Seller, on Buyer’s behalf, shall contract with Servicer to, or if Seller has represented to is the Purchaser that certain of Servicer, Seller shall, interim service the Mortgage Loans are being consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. b. Seller shall, or shall cause the Servicer to, hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in segregated trust accounts, separate and apart from any of Seller’s corporate funds, and shall apply the same for the purposes for which such funds were collected. c. Seller shall, or shall cause the Servicer to, deposit all Income, excluding any prepayments in full as set forth in Section 7(d), received by Servicer on the Purchased Assets in the Collection Account no later than the fifth (5th) Business Day following receipt; provided, however, that any amounts required to be remitted to Buyer shall be deposited in the Collection Account on or prior to the day on which such remittance is to occur. Any such amounts deposited in the Collection Account shall then be remitted to the Settlement Account on a monthly basis, on the fifth (5th) calendar day (or next succeeding Business Day in the event that any such calendar day is not a Business Day), and on any other day Buyer directs such a transfer in its discretion. d. If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by the a servicer other than Seller, or if the servicing of any Purchased Mortgage Loan is to be transferred from Seller to a Servicer other than Seller, Seller shall, prior to such Purchase Date or servicing transfer date, as applicable, provide to Buyer the related Servicing Agreement and a servicer notice or letter agreement, executed by Buyer, Seller and such Servicer (each, a “Servicer Side Letter”), in its capacity as servicer form and substance substantially similar to Exhibit F hereto. e. The Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans under the Mortgage Loan Purchase and Servicing Agreement dated as without payment of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)penalty or termination fee. It is understood and agreed between the Seller and the Purchaser that Servicer shall cooperate in transferring the servicing and all Records of the Purchased Mortgage Loans are to be delivered free and clear of a successor servicer appointed by Buyer in its discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither Purchased Mortgage Loan has failed to perform fully Seller’s obligations under the Purchaser nor Program Agreements or any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, obligations of such servicing from any such servicer entities with respect to the Master Purchased Mortgage Loans, Seller shall promptly notify Buyer and promptly remedy any non-compliance. g. The Servicer. The ’s rights and obligations to interim service the Purchased Mortgage Loans shall be serviced terminate on the twentieth (20th) day of each calendar month (and if such day is not a Business Day, the next succeeding Business Day), unless otherwise directed in writing by the SellerBuyer prior to such date. For purposes of this provision, notice provided by electronic mail shall constitute written notice. Upon termination, the Servicer shall transfer servicing, including, without limitation, delivery of all servicing files to the designee of the Buyer. The Servicer’s delivery of servicing files shall be in its capacity as Master Serviceraccordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After the servicing terminates and until the servicing transfer date, the Servicer shall service the Purchased Mortgage Loans in accordance with the terms of this Agreement and for the Pooling and benefit of the Buyer. h. If Seller at any time uses or intends to use, as applicable, an independent third party subservicer to fulfill its obligations as Servicer hereunder, Seller shall, prior to the related Purchase Date or servicing transfer date, as applicable, (i) provide Buyer with the related Servicing Agreement. For so long as the Seller services the Agreement pursuant to which such subservicer shall service such Mortgage Loans, which Servicing Agreement shall be acceptable to Buyer in all respects, (ii) obtain Buyer’s prior written consent to the use of such subservicer in the performance of such servicing duties and obligations, which consent may be withheld in Buyer’s sole discretion and (iii) provide Buyer with a fully executed Servicer Side Letter with respect to such subservicer. In no event shall Seller’s use of a subservicer relieve Seller of its obligations hereunder, and Seller shall be entitled remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly. i. Seller hereby agrees and acknowledges, and shall cause any third-party subservicer to agree and acknowledge, that Buyer or its designees shall have the right to conduct examinations and audits of the Servicer with respect to the Servicing Fee and such other payments as provided for under the terms servicing of the Pooling Purchased Mortgage Loans. Buyer shall also have the right to obtain copies of all Records and Servicing Agreementfiles of the Servicer relating to the Purchased Assets, including all documents relating to the Purchased Mortgage Loans and the servicing thereof.

Appears in 2 contracts

Samples: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement (Stonegate Mortgage Corp)

Servicing. The (a) Seller has represented and Servicer covenant to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the Purchaser related underlying Servicing Agreement. In the event that certain the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Upon any such termination, Seller and Servicer, as applicable, shall comply with the requirements set forth in Section 13(hh) as to the delivery of the Mortgage Servicing Records and the physical servicing of each Purchased Loan. (b) During any period Seller or Servicer is servicing any Purchased Loans, (i) Seller and Servicer agree that Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans are being serviced by (the “Servicing Records”), and (ii) Seller as Servicer grants Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller, Servicer or any Subservicer to service in its capacity as servicer conformity with this Section 43 and any other obligation of Seller and/or Servicer to Buyer. At all times during the term of this Agreement, Servicer covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the Mortgage Loan Purchase and related Servicing Agreement dated promptly to Buyer or its designee (including Custodian) at Buyer’s request or otherwise as required by operation of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)Section 13(hh) hereof. It is understood and agreed between by the Seller and parties that prior to an Event of Default, Servicer may retain the Purchaser servicing fees with respect to the Purchased Loans. (c) If any Loan that the Mortgage Loans are is proposed to be delivered free and clear sold on a Purchase Date is serviced by a servicer other than Seller or Servicer (including any interim servicer) (a “Subservicer”), or if the servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreementsagreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. The In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Loans. (d) In addition to the rights provided in Section 43(a), Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate Seller, without reimbursement from the PurchaserServicer or any Subservicers as servicer or subservicer, shall pay respectively, and any fees or penalties required by related Servicing Agreement. With respect to any servicer for releasing the Mortgage Loans from Servicing Rights, any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and termination shall arrange for the orderly transfer, be effective as of the Cut-off date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any such termination, Servicer shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Loans to Buyer or its designee, at no cost or expense to Buyer. Seller and Servicer, as applicable, agree to cooperate with Buyer in connection with the transfer of servicing. (e) Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer shall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, Servicer shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Servicer’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Servicer has the ability to service the Loans as provided in this Agreement and in any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Servicer, Servicer shall use its best efforts to enable Buyer to inspect the servicing facilities of such servicing from Subservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any due diligence performed by Buyer and/or such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, designees in accordance with the terms of the Pooling this Section 43(e). Seller and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Section 43(e) shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreementpaid by Buyer.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.), Master Repurchase Agreement (Pennymac Financial Services, Inc.)

Servicing. The Seller has represented (a) Borrower covenants to maintain or cause the servicing of the Collateral to be maintained with respect to each type of Collateral pledged to Lender hereunder in conformity with accepted and prudent servicing practices in the industry for such same type of Collateral and in a manner at least equal in quality to the Purchaser servicing Borrower provides for assets similar to such Collateral which it owns. In the event that certain the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by Borrower and Lender, which Lender's consent shall not be unreasonably withheld. Midland Loan Services, Inc. ("Midland") shall be the initial servicer. (b) If the Collateral, or any portion thereof, is serviced by Borrower, (i) Borrower agrees that Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Collateral (the "Servicing Records"), and (ii) Borrower grants Lender a security interest in all servicing fees and rights relating to such Collateral and all Servicing Records to secure the obligation of Borrower or its designee to service in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Lender or its designee (including Custodian) at Lender's request. (c) If the Collateral, or any portion thereof, is serviced by a third party servicer (such third party servicer, the "Servicer"), Borrower (i) shall provide a copy of the Mortgage Loans are being serviced by servicing agreement to Lender, which shall be in form and substance acceptable to Lender (the Seller"Servicing Agreement"); and (ii) hereby irrevocably assigns to Lender and Lender's successors and assigns all right, in its capacity as servicer under title, interest of Borrower in, to and under, and the Mortgage Loan Purchase and benefits of, any Servicing Agreement dated with respect to such Collateral. Any successor to the Servicer shall be approved in writing by Lender prior to such successor's assumption of servicing obligations with respect to such Collateral. The Travelers Real Estate Investment Group ("Travelers") is hereby approved as of September 1a Servicer, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between x) there having occurred no materially adverse change in Travelers' ability to perform as Servicer prior to the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear date of Lender's approval hereunder of any servicing agreements. The Selleragreement between Borrower and Travelers and (y) the satisfaction by Borrower of clause (i) hereof and the delivery by Borrower to Lender of such additional documentation as Lender may require to further evidence the security interest granted to Lender by Borrower in Borrower's interest in any servicing agreement entered into between Borrower and Travelers. (d) Borrower shall provide to Lender a letter from Borrower (if Borrower is the Servicer) or the Servicer, without reimbursement from as the Purchasercase may be, shall to the effect that upon the occurrence of an Event of Default, Lender may terminate any Servicing Agreement and transfer servicing to its designee, at no cost or expense to Lender, it being agreed that Borrower will pay any and all fees or penalties required by any servicer for releasing to terminate the Mortgage Loans from any such Servicing Agreement and to effectuate the transfer of servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms designee of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing AgreementLender.

Appears in 2 contracts

Samples: Master Loan and Security Agreement (Capital Trust Inc), CMBS Loan Agreement (Capital Trust Inc)

Servicing. The (a) Notwithstanding the purchase and sale of the Purchased Loans hereby, Seller has represented or Sponsor or any other third party servicer approved by Buyer shall continue to service the Purchased Loans for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans prior to the Purchaser Repurchase Date pursuant to Section 8, Buyer's assigns; provided, however, that certain the obligations of Seller or Sponsor to service any of the Mortgage Purchased Loans are being serviced shall cease, at Seller's option, upon the payment by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject Seller to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate Buyer of the Purchaser is servicing the Mortgage Loans under any such servicing agreement andRepurchase Price therefor. In connection therewith, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to exercise all discretion with respect to the servicing of the Purchased Loans; provided that Seller shall not effect a Significant Purchased Loan Modification without the consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed. Seller shall service or cause the servicer to service the Purchased Loans in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage lenders with respect to mortgage loans similar to the Purchased Loans. (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements (the "Servicing Agreements"), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the "Servicing Records") so long as the Purchased Loans are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on a servicing released basis or (ii) terminate the Seller or any sub-servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers (other than the Sponsor) to service the Purchased Loans without the prior written approval of Buyer. If the Purchased Loans are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the Servicing Fee Agreements in the Purchased Loans to Buyer. (e) Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer's security interest and such other payments as provided for agreeing that it shall deposit all Income with respect to the Purchased Loans in the Cash Management Account. (f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under the terms of the Pooling any Transaction and Servicing this Agreement.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Northstar Realty), Master Repurchase Agreement (Northstar Realty)

Servicing. (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller has represented to the Purchaser that certain Buyer on a servicing released basis. In furtherance of the Mortgage Loans are being serviced foregoing, Seller and Buyer hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the Seller, in its capacity as servicer under servicing of the Mortgage Loan Purchase Purchased Assets and Servicing Agreement dated as of September 1, 1996 any prior agreement between Salomon Brothers Realty Corp. Seller and the Seller, and that such Mortgage Loans are not subject to any other Person or otherwise with respect to such servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)is hereby superseded in all respects. It is understood and agreed between Provided that Buyer shall have received a duly executed Servicer Acknowledgement from Servicer, prior to an Event of Default, Seller may retain, on behalf of Buyer, Servicer to service the Seller and Purchased Assets for the Purchaser benefit of or on behalf of Buyer; provided, however, that the Mortgage Loans are obligation of Servicer to be delivered free and clear of service any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange Purchased Asset for the orderly transfer, benefit of or on behalf of Buyer as of aforesaid shall cease upon the Cut-off Date, repurchase of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced Purchased Asset by the Seller, in its capacity as Master Servicer, Seller in accordance with the terms provisions of this Agreement or as otherwise provided in the Pooling Servicer Acknowledgement. (b) Seller agrees that, as between Seller and Buyer, Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Agreement. For Records”) so long as the Purchased Assets are subject to this Agreement. Seller services the Mortgage Loans, the covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. (c) Seller shall not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the Purchased Assets, except as contemplated by the Servicing Agreement, without the prior written approval of Buyer which approval shall be entitled in Buyer’s sole discretion. (d) Seller shall cause Servicer to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the Purchased Assets and the Servicing Agreement and agreeing that Servicer shall deposit or, as applicable, shall cause to be deposited, all Income with respect to the Purchased Assets in the Controlled Account, all in such manner as shall be reasonably acceptable to Buyer. (e) To the extent applicable, Seller shall cause the Servicing Fee and Agreement or the Servicing Acknowledgment to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such other payments Purchased Asset as provided for under the terms of the Pooling and Servicing in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder, Buyer shall have the right immediately to terminate Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee.

Appears in 2 contracts

Samples: Master Repurchase and Securities Contract Agreement (Colony Credit Real Estate, Inc.), Master Repurchase and Securities Contract Agreement (Colony NorthStar Credit Real Estate, Inc.)

Servicing. (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller has represented to the Purchaser that certain Buyer on a servicing released basis. In furtherance of the Mortgage Loans are being serviced foregoing, Seller and Buyer hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the Seller, in its capacity as servicer under servicing of the Mortgage Loan Purchase Purchased Assets and Servicing Agreement dated as of September 1, 1996 any prior agreement between Salomon Brothers Realty Corp. Seller and the Seller, and that such Mortgage Loans are not subject to any other Person or otherwise with respect to such servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)is hereby superseded in all respects. It is understood and agreed between Prior to an Event of Default, Seller may retain Servicer, on behalf of Buyer, to service the Seller and Purchased Assets for the Purchaser benefit of or on behalf of Buyer; provided, however, that the Mortgage Loans are obligation of Servicer to be delivered free and clear of service any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange Purchased Asset for the orderly transfer, benefit of or on behalf of Buyer as of aforesaid shall cease upon the Cut-off Date, repurchase of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced Purchased Asset by the Seller, in its capacity as Master Servicer, Seller in accordance with the terms provisions of this Agreement or as otherwise provided in the Pooling and Servicing Agreement. For . (b) Seller agrees that, as between Seller and Buyer, Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller services the Mortgage Loans, the covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. (c) Seller shall not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Buyer which approval shall be entitled in Buyer’s sole discretion. (d) To the extent required by Buyer, Seller shall cause Servicer and any other sub-servicers engaged on behalf of Buyer to execute a servicer acknowledgment acknowledging Buyer’s interest in the Purchased Assets and the Servicing Agreement and agreeing that Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Servicing Fee and Purchased Assets in the Blocked Account, all in such other payments manner as shall be reasonably acceptable to Buyer. (e) To the extent applicable, Seller shall cause Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided for under the terms of the Pooling and Servicing in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder, Buyer shall have the right immediately to terminate Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee.

Appears in 2 contracts

Samples: Master Repurchase Agreement (KKR Real Estate Finance Trust Inc.), Master Repurchase Agreement (KKR Real Estate Finance Trust Inc.)

Servicing. The (a) Seller has represented and Buyer shall contract with Servicer to service the Purchased Assets pursuant to the Purchaser Servicing Agreement, consistent with the degree of skill and care that certain of the Mortgage Loans are being serviced Servicer customarily requires with respect to similar Purchased Assets owned or managed by the Seller, it and in its capacity as servicer under the Mortgage Loan Purchase and accordance with Accepted Servicing Practices. The Servicing Agreement dated as shall require, inter alia, that: Servicer (i) comply with all applicable federal, state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of September 1Buyer in any Purchased Assets or any payment thereunder. In addition, 1996 between Salomon Brothers Realty Corp. and the Seller, and Servicing Agreement shall require that such Mortgage Loans are not subject to any other servicing agreements with third parties the Servicer deposit all collections of Income (other than SubServicing Agreements with Advanta Mortgage Corp. USA)amounts deposited in escrow accounts pursuant to the Servicing Agreement) received by Servicer on account of the Purchased Assets in the Collection Account no later than two Business Days following receipt. (b) Upon the occurrence of any of (i) a Default or Event of Default hereunder or (ii) an event of default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Assets without payment of any penalty or termination fee. It is understood and agreed between the Seller and Servicer shall cooperate in transferring the Purchaser servicing of the Purchased Assets to a successor servicer appointed by Buyer in its sole discretion. (c) If Seller should discover that, for any reason whatsoever, Servicer or any entity responsible for managing or servicing any Purchased Assets has failed to perform in all material respects any of the obligations of such entities with respect to the Purchased Assets, or that an event of default under the Servicing Agreement has occurred, Seller shall promptly notify Buyer. (d) In the event that the Mortgage Loans are to be delivered free and clear Servicer is a master servicer of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser a Purchased Asset which is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master a Third Party Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled provide promptly to Buyer a Servicer Notice addressed to and agreed to by the Third Party Servicer of the related Purchased Assets, advising such Third Party Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the master servicer of Buyer's interest in such Purchased Assets and the Third Party Servicer's agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Servicing Fee Purchased Assets and such any related Income with respect thereto. (e) Seller shall not employ sub-servicers (other payments as provided than the Servicer or Affiliates thereof or Third Party Servicers) to service the Purchased Assets without the prior written (i) Servicer shall nevertheless remain primarily liable to Buyer for the servicing of the Purchased Assets under the terms of the Pooling and Servicing Agreement; and (ii) any agreement with a subservicer shall entitle Buyer to terminate such subservicer without fee or penalty in the event that Servicer is replaced.

Appears in 1 contract

Samples: Master Repurchase Agreement (Anthracite Capital Inc)

Servicing. (a) The Seller, on Buyer’s behalf, shall contract with Servicer to, or if the Seller has represented to is the Purchaser that certain of Servicer, the Seller shall, service the Mortgage Loans are being serviced by consistent with the Seller, in its capacity as servicer under degree of skill and care that the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Seller customarily requires with respect to similar Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood owned or managed by it and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the terms rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Purchased Mortgage Loan with the then existing servicer in accordance with Section 16(e) hereof. (b) The Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by the Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. (c) The Seller shall cause the Servicer to deposit all collections received by the Seller on account of the Pooling Purchased Mortgage Loans in the Collection Account no later than two Business Days following receipt. (d) The Seller shall provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in such Purchased Mortgage Loans and the Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. (e) Upon the occurrence of a Default or Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans without payment of any penalty or termination fee. For so long as The Seller shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. (f) If the Seller services should discover that, for any reason whatsoever, any entity responsible to the Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully the Seller’s obligations under the Repurchase Documents or any of the obligations of such entities with respect to the Purchased Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreementpromptly notify Buyer.

Appears in 1 contract

Samples: Master Repurchase Agreement (Mortgageit Holdings Inc)

Servicing. (a) The parties hereto agree and acknowledge that the Purchased Assets are sold to Purchaser on a “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets are subject to this Agreement. Notwithstanding the foregoing, while no Event of Default exists, Seller has represented shall be granted a revocable license (which license shall automatically be revoked (i) every thirty (30) days unless Purchaser provides written notice to Seller that such license is extended for another thirty (30) days or (ii) upon the occurrence of an Event of Default; provided, however, that if Purchaser that certain fails to deliver any such notice of extension, then upon notice from Seller of such failure, Purchaser shall provide notice to Seller and Servicer of Purchaser’s election to extend such thirty (30) day period or not extend such thirty (30) day period and, if such notice of election to extend is provided by Purchaser after the expiration of the Mortgage Loans are being serviced immediately preceding thirty (30) day period, such extension shall apply retroactively for the period beginning on the last day of such preceding thirty (30) day period through and including the date such notice of election to extend is provided by Purchaser) to cause Servicer to service the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the SellerPurchased Assets, and that such Mortgage Loans are not subject Seller shall, at Seller’s sole cost and expense, cause the Servicer to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between service the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, Purchased Assets in accordance with the terms Servicing Agreement and this Article 29 and for the benefit of Purchaser. Notwithstanding the foregoing, Seller shall not take any action or effect any Significant Modification without first having given prior notice thereof to Purchaser in each such instance and receiving the prior written consent of Purchaser. If Seller effects any Significant Modification with respect to any Purchased Asset without prior written consent of Purchaser then Seller shall repurchase such Purchased Asset within five (5) Business Days after written demand from Purchaser (unless Purchaser later elects to approve such Significant Modification or waive such right to demand repurchase, in each case in Purchaser’s sole and absolute discretion). (b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Pooling Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 29(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. Seller agrees to cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the effected Purchased Assets to another Servicer designated by Purchaser as expeditiously as possible. (c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of a default by the Servicer under the Servicing Agreement, (ii) upon the occurrence of a default by the Servicer under the Servicer Letter or (iii) during the continuance of an Event of Default, either for cause or without cause, in each case of clauses (i) through (iii), without payment of any penalty or termination fee. (d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Purchaser. For If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the servicing agreements with such sub-servicer to Purchaser, provided that Servicer may delegate certain administrative functions to third parties without Purchaser’s consent provided that Servicer at all times remains liable for such functions. (e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Purchaser (a “Servicer Letter”) in form and substance acceptable to Purchaser in its sole and absolute discretion acknowledging Purchaser’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Asset to the Collection Account in accordance with Article 5(e) or as otherwise directed by Purchaser in accordance with the Servicer Letter. (f) Seller agrees that Purchaser is the owner of all servicing records related to the Purchased Assets, including but not limited to the Servicing Agreement, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller services covenants to (or to use commercially reasonable efforts cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Purchaser or its designee (including the Mortgage LoansCustodian) at Purchaser’s request. (g) Except as set forth in the Transaction Documenets, the Seller payment of servicing fees shall be entitled solely the responsibility of Seller and shall be subordinate to the Servicing Fee payment of amounts outstanding and such other payments as provided for due to Purchaser under the terms of the Pooling and Servicing AgreementTransaction Documents.

Appears in 1 contract

Samples: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)

Servicing. (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller has represented to Buyer on a servicing released basis. In furtherance of the foregoing, Seller and Buyer hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the servicing of the Purchased Assets and any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Prior to an Event of Default, Seller may retain Servicer, on behalf of Buyer, to service the Purchased Assets for the benefit of or on behalf of Buyer pursuant to the Purchaser that certain of the Mortgage Loans are being serviced by the SellerServicing Agreement; provided, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1however, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are obligation of Servicer to be delivered free and clear of service any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange Purchased Asset for the orderly transfer, benefit of or on behalf of Buyer as of aforesaid shall cease upon the Cut-off Date, repurchase of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced Purchased Asset by the Seller, in its capacity as Master Servicer, Seller in accordance with the terms provisions of this Agreement. (b) Seller agrees that, as between Seller and Buyer, Buyer is the Pooling owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Agreement. For Records”) so long as the Purchased Assets are subject to this Agreement. Seller services the Mortgage Loans, the covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. (c) Seller shall not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Buyer which approval shall be entitled in Buyer’s sole discretion. (d) Seller shall cause Servicer and any other sub-servicers engaged on behalf of Buyer to execute a Servicer Acknowledgment acknowledging Buyer’s interest in the Purchased Assets and the Servicing Agreement and agreeing that Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Servicing Fee and Purchased Assets in the Blocked Account, all in such other payments manner as shall be reasonably acceptable to Buyer. (e) To the extent applicable, Seller shall cause Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided for under the terms of the Pooling and Servicing in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder, Buyer shall have the right to terminate Servicer’s right to service the Purchased Assets in accordance with the Servicing Agreement without payment of any penalty or termination fee.

Appears in 1 contract

Samples: Master Repurchase and Securities Contract Agreement (TPG RE Finance Trust, Inc.)

Servicing. The Seller has represented (a) Notwithstanding the purchase and sale of the Purchased Loans hereby, Seller, Midland, PNC Bank NA or Sponsor shall continue to service the Purchased Loans for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans prior to the Purchaser Repurchase Date pursuant to Section 8, Buyer's assigns; provided, however, that certain the obligations of Seller, Midland, PNC Bank NA or Sponsor to service any of the Purchased Loans shall cease, at Seller's option, upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall service or cause the servicer to service the Purchased Mortgage Loans are being serviced by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with Accepted Servicing Practices. (b) Seller agrees that Buyer is the terms owner of all servicing records, including but not limited to any and all servicing agreements (the Pooling "Servicing Agreements"), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the "Servicing Agreement. For Records") so long as the Purchased Loans are subject to this Agreement. Seller services grants Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans, Purchased Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's request. (c) Upon the occurrence and continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on a servicing released basis or (ii) terminate the Seller or any sub-servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers (other than Midland, PNC Bank NA or the Sponsor) to service the Purchased Loans without the prior written approval of Buyer. If the Purchased Loans are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements in the Purchased Loans to Buyer. (e) Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that it shall deposit all Income with respect to the Purchased Loans in the Cash Management Account. (f) The payment of servicing fees shall be entitled subordinate to the Servicing Fee payment of amounts outstanding under any Transaction and such other payments as provided for under the terms of the Pooling and Servicing this Agreement.

Appears in 1 contract

Samples: Master Repurchase Agreement (Anthracite Capital Inc)

Servicing. The Seller has represented (1) Pursuant to the Purchaser that certain of Servicing Agreement, Seller Parties have contracted with Servicer to service the Purchased Mortgage Loans are being serviced by and REO Properties consistent with the Seller, in its capacity as servicer under the Mortgage Loan Purchase degree of skill and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and care that such Seller Parties customarily require with respect to similar Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller REO Properties owned or managed by it and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with Accepted Servicing Practices. The Seller Parties and Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the terms rights of Buyer in any Mortgage Loans and REO Properties or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan or REO Property with the then-existing servicer in accordance with Section 12(a)(5) hereof. (2) Seller Parties shall and shall cause the Servicer to hold or cause to be held all escrow funds collected by Seller Parties and Servicer with respect to any Purchased Mortgage Loans and REO Properties in trust accounts and shall apply the same for the purposes for which such funds were collected. (3) Seller Parties shall and shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans and REO Property in accordance with Section 7 hereof. (4) Seller Parties shall provide to Buyer a Servicer Notice and Pledge addressed to and agreed to by the Servicer of the Pooling related Purchased Mortgage Loans and REO Properties, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in such Purchased Mortgage Loans and REO Properties and the Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans and REO Properties and any related Income with respect thereto. (5) Upon the occurrence and continuation of an Event of Default hereunder, Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans and REO Properties without payment of any penalty or termination fee under the Servicing Agreement. Seller Parties and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans and REO Properties to a successor servicer appointed by Buyer in its sole discretion. For so long the avoidance of doubt, any termination of the Servicer’s rights to service by the Buyer as the Seller services the Mortgage Loans, the Seller a result of an Event of Default shall be entitled deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (6) If Seller Parties should discover that, for any reason whatsoever, Seller Parties or any entity responsible to Seller Parties for managing or servicing any such Purchased Mortgage Loan or REO Property has failed to perform fully Seller Parties’ obligations under the Program Agreements or any of the obligations of such entities with respect to the Servicing Fee Purchased Mortgage Loans and such other payments as provided for under the terms of the Pooling and Servicing AgreementREO Properties, Seller Parties shall promptly notify Buyer.

Appears in 1 contract

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

Servicing. (a) The Seller has represented Borrower covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced to be maintained in conformity with accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties Borrower. (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to be delivered free any and clear of any all servicing agreements. The Seller, without reimbursement from files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Purchaserservicing of Mortgage Loans (the "Servicing Records"), shall pay any and (ii) the Borrower grants the Lender a security interest in all servicing fees or penalties required by any servicer for releasing and rights relating to the Mortgage Loans from any such servicing agreement (it being understood that neither and all Servicing Records to secure the Purchaser nor any affiliate obligation of the Purchaser is servicing Borrower or its designee to service in conformity with this Section and any other obligation of the Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans under any are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrower (i) shall provide a copy of the servicing agreement andto the Lender, accordinglywhich shall be in form and substance acceptable to the Lender (the "Servicing Agreement"); (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit H hereto, that neither and (iii) hereby irrevocably assigns to the Purchaser nor any affiliate Lender and the Lender's successors and assigns all right, title, interest of the Purchaser is entitled Borrower in, to receive and under, and the benefits of, any fee for releasing Servicing Agreement with respect to the Mortgage Loans. Any successor to the Servicer shall be approved in writing by the Lender prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is the Borrower or the Servicer is an Affiliate of the Borrower, the Borrower shall provide to the Lender a letter from any such servicing agreement) and shall arrange for the orderly transferBorrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement and transfer servicing to its designee, at no cost or expense to the Lender, it being agreed that the Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Cut-off Lender. (e) After the Funding Date, until the pledge of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced Loan is relinquished by the SellerCustodian, in its capacity as Master Servicer, in accordance with the Borrower will have no right to modify or alter the terms of such Mortgage Loan and the Pooling and Servicing Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. For so long as . (f) In the Seller services event the Borrower or an Affiliate is servicing the Mortgage Loans, the Seller Borrower shall be entitled permit the Lender to inspect the Servicing Fee and such other payments Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided for under the terms of the Pooling and Servicing in this Loan Agreement. (g) The Borrower shall ensure that the Servicer will maintain the Servicer's System in a manner that permits the Servicer to be Year 2000 Compliant.

Appears in 1 contract

Samples: Master Loan and Security Agreement (Doral Financial Corp)

Servicing. (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller has represented to the Purchaser that certain Buyer on a servicing released basis. In furtherance of the Mortgage Loans are being serviced foregoing, Seller and Buyer hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the Seller, in its capacity as servicer under servicing of the Mortgage Loan Purchase Purchased Assets and Servicing Agreement dated as of September 1, 1996 any prior agreement between Salomon Brothers Realty Corp. Seller and the Seller, and that such Mortgage Loans are not subject to any other Person or otherwise with respect to such servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)is hereby superseded in all respects. It is understood and agreed between Provided that Buyer shall have received a duly executed Servicer Acknowledgement from Servicer, prior to an Event of Default, Seller may retain, on behalf of Buyer, Servicer to service the Seller and Purchased Assets for the Purchaser benefit of or on behalf of Buyer; provided, however, that the Mortgage Loans are obligation of Servicer to be delivered free and clear of service any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange Purchased Asset for the orderly transfer, benefit of or on behalf of Buyer as of aforesaid shall cease upon the Cut-off Date, repurchase of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced Purchased Asset by the Seller, in its capacity as Master Servicer, Seller in accordance with the terms provisions of this Agreement or as otherwise provided in the Pooling Servicer Acknowledgement. (b) Seller agrees that, as between Seller and Buyer, Xxxxx is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Agreement. For Records”) so long as the Purchased Assets are subject to this Agreement. Seller services the Mortgage Loans, the covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. (c) Seller shall not, and shall not provide consent to Servicer to, employ any other sub- servicers to service the Purchased Assets, except as contemplated by the Servicing Agreement, without the prior written approval of Buyer which approval shall be entitled in Buyer’s sole discretion. (d) Seller shall cause Servicer to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the Purchased Assets and the Servicing Agreement and agreeing that Servicer shall deposit or, as applicable, shall cause to be deposited, all Income with respect to the Purchased Assets in the Controlled Account, all in such manner as shall be reasonably acceptable to Buyer. (e) To the extent applicable, Seller shall cause the Servicing Fee and Agreement or the Servicing Acknowledgment to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such other payments Purchased Asset as provided for under the terms of the Pooling and Servicing in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder, Xxxxx shall have the right immediately to terminate Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee.

Appears in 1 contract

Samples: Tenth Omnibus Amendment to Transaction Documents (BrightSpire Capital, Inc.)

Servicing. (a) The Seller has represented Borrower covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced to be maintained in conformity with accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties Borrower. (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to be delivered free any and clear of any all servicing agreements. The Seller, without reimbursement from files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Purchaserservicing of Mortgage Loans (the "Servicing Records"), shall pay any and (ii) the Borrower grants the Lender a security interest in all servicing fees or penalties required by any servicer for releasing and rights relating to the Mortgage Loans from any such servicing agreement (it being understood that neither and all Servicing Records to secure the Purchaser nor any affiliate obligation of the Purchaser is servicing Borrower or its designee to service in conformity with this Section and any other obligation of the Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans under any are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrower (i) shall provide a copy of the servicing agreement andto the Lender, accordinglywhich shall be in form and substance acceptable to the Lender (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to the Lender and the Lender's successors and assigns all right, that neither the Purchaser nor any affiliate title, interest of the Purchaser is entitled Borrower in, to receive and under, and the benefits of, any fee for releasing Servicing Agreement with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is the Borrower or the Servicer is an Affiliate of the Borrower, the Borrower shall provide to the Lender a letter from any such servicing agreement) and shall arrange for the orderly transferBorrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement and transfer servicing to its designee, at no cost or expense to the Lender, it being agreed that the Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing AgreementLender.

Appears in 1 contract

Samples: Master Loan and Security Agreement (Resource America Inc)

Servicing. The (a) Notwithstanding the purchase and sale of the Purchased Mortgage Loans hereby, Seller has represented shall continue to service or cause to be serviced, the Purchased Mortgage Loans for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Mortgage Loan prior to the Purchaser that certain of the Mortgage Loans are being serviced by the Sellerrelated Repurchase Date pursuant to Section 8, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1Buyer's assigns; provided, 1996 between Salomon Brothers Realty Corp. and the Sellerhowever, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are obligations of Seller to service or cause to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from serviced the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Purchased Mortgage Loans shall cease, at Seller's option, upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall service or cause to be serviced by the Seller, in its capacity as Master Servicer, Purchased Mortgage Loans in accordance with the terms servicing standards maintained by other prudent mortgage lenders with respect to mortgage loans similar to the Purchased Mortgage Loans. (b) With respect to Purchased Mortgage Loans for which the Seller owns servicing rights, Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Mortgage Loans (the "Servicing Records"). Seller grants Buyer a security interest in all servicing fees and rights relating to such Purchased Mortgage Loans and all Servicing Records to secure the obligation of the Pooling Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Agreement. For so long as Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's request. (c) With respect to Purchased Mortgage Loans for which the Seller services owns servicing rights, upon the occurrence and continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Mortgage Loans, Loans on a servicing released basis or (ii) terminate the Seller as servicer of the Purchased Mortgage Loans with or without cause, in each case without payment of any termination fee. (d) With respect to Purchased Mortgage Loans for which the Seller owns servicing rights, Seller shall be entitled not employ sub-servicers to service the Purchased Mortgage Loans without the prior written approval of Buyer. (e) Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that, upon notice from Buyer (or the Custodian on its behalf) that an Event of Default has occurred and in continuing hereunder, it shall deposit all Income with respect to the Servicing Fee and such other payments as provided for under Purchased Mortgage Loans in the terms account specified in the third sentence of the Pooling and Servicing AgreementSection 5(a).

Appears in 1 contract

Samples: Master Repurchase Agreement (American Residential Investment Trust Inc)

Servicing. (a) The Seller has represented Borrower covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced to be maintained in conformity with accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties Borrower. (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to be delivered free any and clear of any all servicing agreements. The Seller, without reimbursement from files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Purchaserservicing of Mortgage Loans (the "SERVICING RECORDS"), shall pay any and (ii) the Borrower grants the Lender a security interest in all servicing fees or penalties required by any servicer for releasing and rights relating to the Mortgage Loans from any such servicing agreement (it being understood that neither and all Servicing Records to secure the Purchaser nor any affiliate obligation of the Purchaser is servicing the Mortgage Loans under Borrower or its designee to service in conformity with this Section and any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate other obligation of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer Borrower to the Master ServicerLender. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling Borrower covenants to safeguard such Servicing Records and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to deliver them promptly to the Servicing Fee and such other payments as provided for under Lender or its designee (including the terms of Custodian) at the Pooling and Servicing AgreementLender's request.

Appears in 1 contract

Samples: Master Loan and Security Agreement (Hanover Capital Mortgage Holdings Inc)

Servicing. The (a) Seller has represented to the Purchaser agrees that certain of the Mortgage Loans are being serviced by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate owner of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and all Servicing Agreement. For Rights so long as the Seller services Purchased Assets are subject to this Agreement. Notwithstanding the Mortgage Loansforegoing, the Seller shall cause the Purchased Assets to be entitled serviced by a Servicer pursuant to the Interim Servicing Agreement at Seller’s sole cost and for the benefit of Purchaser in accordance with Accepted Servicing Practices approved by Purchaser in the exercise of its reasonable business judgment and maintained by other prudent mortgage lenders with respect to assets similar to the Purchased Assets, provided, however, that the obligations of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the occurrence and during the continuation of an Event of Default. In such case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor such Servicer shall take any action or effect any modification or amendment to any Purchased Asset without first having given prior notice thereof to Purchaser in each such instance and receiving the prior written consent of Purchaser. (b) Seller agrees that Purchaser is the owner of all servicing records, including but not limited to the Servicing Fee Agreement, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Purchaser or its designee (including the Custodian) at Purchaser’s request. (c) During the continuance of an Event of Default, Purchaser may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (e) For the avoidance of doubt, Seller does not retain economic or other payments as provided for beneficial rights to the Servicing Rights, other than Seller’s rights under the Interim Servicing Agreement. As such, Seller expressly acknowledges that the Purchased Assets are sold to Purchaser on a “servicing released” basis, subject to the terms of the Pooling and Servicing this Agreement.

Appears in 1 contract

Samples: Master Repurchase Agreement (RAIT Financial Trust)

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Servicing. The a. Seller, on Buyer's behalf, shall contract with Servicer to, or if Seller has represented to is the Purchaser that certain of Servicer, Seller shall, service the Mortgage Loans are being serviced consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receipt; provided, however, that any amounts required to be remitted to Buyer shall be deposited in the Collection Account on or prior to the day on which such remittance is to occur. d. Upon Buyer's request, Seller shall provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the SellerServicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer's interest in its capacity as servicer such Purchased Mortgage Loans and the Servicer's agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1Agreement, 1996 between Salomon Brothers Realty Corp. and Buyer shall have the Seller, and that such right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans are not subject to without payment of any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)penalty or termination fee. It is understood and agreed between the Seller and the Purchaser that Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans are to be delivered free and clear of a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Purchaser nor Program Agreements or any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, obligations of such servicing from any such servicer entities with respect to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Purchased Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreementpromptly notify Buyer.

Appears in 1 contract

Samples: Master Repurchase Agreement (New York Mortgage Trust Inc)

Servicing. (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller has represented to Buyer on a servicing released basis. In furtherance of the foregoing, Seller and Buyer hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the servicing of the Purchased Assets and any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that Buyer shall have received a duly executed Servicer Acknowledgment from Servicer (to the Purchaser that certain extent required), prior to an Event of Default, Seller may retain Servicer, on behalf of Buyer, to service the Mortgage Loans are being serviced by Purchased Assets for the Sellerbenefit of or on behalf of Buyer; provided, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1however, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are obligation of Servicer to be delivered free and clear of service any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange Purchased Asset for the orderly transfer, benefit of or on behalf of Buyer as of aforesaid shall cease upon the Cut-off Date, repurchase of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced Purchased Asset by the Seller, in its capacity as Master Servicer, Seller in accordance with the terms provisions of this Agreement or as otherwise provided in the Pooling Servicing Agreement or applicable Servicer Acknowledgment. (b) Seller agrees that, as between Seller and Buyer, Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Agreement. For Records”) so long as the Purchased Assets are subject to this Agreement. Seller services the Mortgage Loans, the covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. (c) Seller shall not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Buyer which approval shall be entitled in Buyer’s sole discretion. (d) To the extent required by Buyer, Seller shall cause Servicer and any other sub-servicers engaged on behalf of Buyer to execute a Servicer Acknowledgment acknowledging Buyer’s interest in the Purchased Assets and the Servicing Agreement and agreeing that Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Servicing Fee and Purchased Assets in the Blocked Account, all in such other payments manner as shall be reasonably acceptable to Buyer. (e) To the extent applicable, Seller shall cause Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided for under the terms of the Pooling and Servicing in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder, Buyer shall have the right immediately to terminate Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee.

Appears in 1 contract

Samples: Master Repurchase and Securities Contract Agreement (LoanCore Realty Trust, Inc.)

Servicing. The Seller has represented (a) Seller, on Buyer’s behalf, shall contract with one or more Servicers to the Purchaser that certain of service and/or subservice the Mortgage Loans are being serviced consistent with the degree of skill and care that such Servicers customarily require with respect to similar Mortgage Loans owned or managed by such Servicers and in accordance with Accepted Servicing Practices. Without limiting the Sellergenerality of the foregoing, Seller as Servicer shall service the Purchased Assets during the related Interim Servicing Period in accordance with this Agreement, including the Servicing Annex for the benefit of Buyer. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing and/or subservicing responsibilities hereunder, (iii) be an approved servicer by Xxxxxx Xxx and Xxxxxxx Mac, in its capacity as servicer under each case in good standing and (iv) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing and/or subservicing of any Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and with the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any then existing servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, and/or subservicer in accordance with the terms related Servicer Notice. The Servicing Agreement shall not be materially amended without the written consent of Buyer, which may be granted or withheld in its sole discretion; provided that the Seller shall provide the Buyer with written notice of any amendment of the Pooling and Servicing Agreement. For so long , including a copy of such amendment. (b) Seller shall ensure that Servicer has adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same types as may from time to time constitute Mortgage Loans and in accordance with Accepted Servicing Practices. (c) Seller shall cause the Servicer and any interim servicer to deposit all collections received by Seller on account of the Purchased Assets in the Collection Account in accordance with the provisions of Section 5(b); provided that in the case of Seller as Servicer, all collections (if any) received by Seller as Servicer on account of the Purchased Assets shall be deposited by Seller into the Nomura Account by no later than [***] prior to the next occurring Remittance Date. (d) As compensation for its services under the Mortgage Loans, Servicing Agreement the Seller Servicer shall be entitled to the Servicing Fee pursuant to the Servicing Agreement. The Seller shall be responsible to pay all the fees and such other payments expenses of the Servicer out of the Servicing Fee or its own funds. (e) The Seller shall provide promptly to the Buyer a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Assets; provided that Seller shall not be required to provide a Servicer Notice with respect to Seller acting as provided for Servicer. (f) Upon the occurrence and during the continuance of an Event of Default, the Buyer shall have the right to immediately terminate the Servicer’s rights to service the Purchased Assets under the terms Servicing Agreement in accordance with the related Servicer Notice (or this Agreement and the Servicing Annex in the case of Seller as Servicer, and if Buyer exercises such right all authority and power of such Servicer to service the Purchased Assets hereunder shall be immediately and automatically terminated). Seller and Servicer shall (x) cooperate in transferring the servicing and/or subservicing of the Pooling Purchased Assets to a successor servicer and/or subservicer selected by Buyer in its sole discretion and (y) in the case of Seller as Servicer, comply with the servicing transfer provisions set forth in paragraph (b)(ix) of the Servicing AgreementAnnex in connection with such transfer of the servicing of the Purchased Assets. In the case of a Servicer other than Seller, if a Servicer Termination Event has occurred but an Event of Default has not yet occurred, the Seller shall select a successor servicer and/or subservicer within [***] Days following the earlier of Seller’s receipt of notice or knowledge of the occurrence of a Servicer Termination Event, subject to such successor servicer or subservicer being approved by Buyer in its sole discretion exercised in good faith. (g) If Seller should discover that, for any reason whatsoever, any entity responsible to Seller by contract for managing, servicing or subservicing any such Mortgage Loan has failed to perform fully Seller’s obligations under the Facility Documents or any of the obligations of such entities with respect to the Mortgage Loans, Seller shall promptly notify Buyer.

Appears in 1 contract

Samples: Master Repurchase Agreement (Finance of America Companies Inc.)

Servicing. (a) The Seller has represented Borrower covenants to maintain or cause the Mortgage Loans to be serviced pursuant to the Purchaser Servicing Agreement. (b) During the period the Servicer is servicing the Mortgage Loans, (i) the Borrower agrees that certain Lender has a first priority perfected security interest in all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) the Borrower grants the Lender a security interest in all servicing fees, the Borrower's rights relating to the Mortgage Loans and all Servicing Records, to secure the obligation of such Approved Mortgage Originator or its designee to service in conformity with this Section and the Servicing Agreement and any other obligations of the Borrower to the Lender. The Borrower covenants to safeguard, such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans are being serviced by a Subservicer, the SellerBorrower shall provide a copy of the related servicing agreement to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. (d) The Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate ABC in its capacity as servicer under and terminate any Servicing Agreement. In addition, the Mortgage Loan Purchase and Borrower shall provide to the Lender a letter from the Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and direct that such Mortgage Loans are not subject collections with respect to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, remitted in accordance with the terms Lender's instructions. The Borrower agrees to cooperate with the Lender in connection with the transfer of servicing. (e) After the Pooling and Servicing Agreement. For so long as Closing Date, until the Seller services pledge of any Mortgage Loan is relinquished by the Mortgage LoansCustodian, the Seller shall be entitled Borrower will have no right to the Servicing Fee and such other payments as provided for under modify or alter the terms of the Pooling Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrower will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrower shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days' prior notice) at a mutually convenient time, the Borrower's or any Related Party's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or such Related Party, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. In addition, with respect to any Subservicer which is not a Related Party, the Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer. (g) To the extent that any provision of this Section 11.15 shall be in conflict with the provisions of the Servicing Agreement, the provisions of the Servicing Agreement shall control.

Appears in 1 contract

Samples: Master Loan and Security Agreement (American Business Financial Services Inc /De/)

Servicing. The Seller has represented (a) Each of the Borrowers covenants to maintain or cause the servicing of the Eligible Mortgage Loans to be maintained in conformity with accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Eligible Mortgage Loans and in a manner at least equal in quality to the Purchaser servicing such Borrower provides for mortgage loans which it owns. In the event that certain the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by the Borrowers. (b) If the Eligible Mortgage Loans are being serviced by any of the SellerBorrowers, (i) the Borrowers agree that the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Eligible Mortgage Loans (the "Servicing Records"), and (ii) the Borrowers hereby grant the Lender a security ----------------- interest in its capacity as servicer under the Mortgage Loan Purchase all servicing fees and Servicing Agreement dated Rights relating to the Eligible Mortgage Loans and, except as provided below in this Section 12.14(b) all Servicing Records, to secure the obligation of September 1, 1996 between Salomon Brothers Realty Corp. such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. Each of the Borrowers covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. The Borrowers and the SellerLender hereby agree that, on the date of this Loan Agreement, the Lender does not have a 1st lien or a lien on the Servicing Records attributable to the Eligible Mortgage Loans and that such Servicing Records may be subject to a lien under the U.S. Bank Financing Documents. The Borrowers shall, not later than 90 days following the date of this Loan Agreement, take all necessary action to ensure that the Lender has a first perfected security interest in the Servicing Records relating to the Eligible Mortgage Loans are and the Servicing Records will not be subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)lien, either created under the U.S. Bank Financing Documents or otherwise. It At the time such lien is understood created, the second preceding sentence shall be of no effect. The failure of the Borrowers to grant a first perfected security interest in such Servicing Records and agreed between provide evidence thereof to the Seller Lender within such 90-day period shall constitute an Event of Default under this Loan Agreement. Notwithstanding the foregoing, each Borrower agrees and the Purchaser acknowledges that the three preceding sentences do not in any way apply to the Borrower's pledge of any Servicing Rights hereunder or the lien granted and created hereunder with respect to such Servicing Rights. (c) If the Eligible Mortgage Loans are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrowers (i) shall provide a -------- copy of the servicing agreement to the Lender, which shall be delivered free in form and clear substance acceptable to the Lender (the "Servicing Agreement"); (ii) shall ------------------- provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto; and (iii) hereby irrevocably assigns to the Lender and the Lender's successors and assigns all right, title, interest of such Borrower in, to and under, and the benefits of, any Servicing Agreement with respect to the Eligible Mortgage Loans. Any successor to the Servicer shall be approved in writing by the Lender prior to such successor's assumption of servicing obligations with respect to the Eligible Mortgage Loans. (d) If the servicer of the Eligible Mortgage Loans is any of the Borrowers or the Servicer is an Affiliate of any of the Borrowers, such Borrower shall provide to the Lender a letter from such Borrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement and transfer servicing agreements. The Sellerto its designee, without reimbursement from at no cost or expense to the PurchaserLender, shall it being agreed that such Borrower will pay any and all fees or penalties required by any servicer for releasing to terminate the Mortgage Loans from any such Servicing Agreement and to effectuate the transfer of servicing agreement (it being understood that neither to the Purchaser nor any affiliate designee of the Purchaser Lender. (e) After the Funding Date, until the pledge of any Eligible Mortgage Loan is relinquished by the Custodian, none of the Borrowers will have any right to modify or alter the terms of such Eligible Mortgage Loan and none of the Borrowers will have any obligation or right to repossess such Eligible Mortgage Loan, except as provided in the Custodial Agreement. (f) In the event any of the Borrowers or its respective Affiliate is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Eligible Mortgage Loans, such Borrower shall permit the Seller shall be entitled Lender to inspect such Borrower's or its Affiliate's servicing facilities, as the Servicing Fee and case may be, for the purpose of satisfying the Lender that such other payments Borrower or its Affiliate, as the case may be, has the ability to service the Eligible Mortgage Loans as provided for under the terms of the Pooling and Servicing in this Loan Agreement.

Appears in 1 contract

Samples: Master Loan and Security Agreement (New Century Financial Corp)

Servicing. The (a) Notwithstanding the purchase and sale of the Purchased Mortgage Loans hereby, Seller has represented shall continue to service the Purchased Mortgage Loans for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Mortgage Loan prior to the Purchaser that certain of the Mortgage Loans are being serviced by the Sellerrelated Repurchase Date pursuant to Section 8, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1Buyer's assigns; provided, 1996 between Salomon Brothers Realty Corp. and the Sellerhowever, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are obligations of Seller to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from service the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Purchased Mortgage Loans shall be serviced cease, at Seller's option, upon the payment by Seller to Buyer of the Seller, in its capacity as Master Servicer, Repurchase Price therefor. Seller shall service the Purchased Mortgage Loans in accordance with the terms servicing standards maintained by other prudent mortgage lenders with respect to mortgage loans similar to the Purchased Mortgage Loans. (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Pooling and Servicing Agreement. For servicing of Purchased Mortgage Loans (the "SERVICING RECORDS") so long as the Purchased Mortgage loans are subject to this Agreement. Seller services grants Buyer a security interest in all servicing fees and rights relating to the Purchased Mortgage Loans, Loans and all Servicing Records to secure the obligation of the Seller shall be entitled or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's request. (c) Upon the occurrence and continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Servicing Fee and such other payments Purchased Mortgage Loans on a servicing released basis or (ii) terminate the Seller as provided for under the terms servicer of the Pooling Purchased Mortgage Loans with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers to service the Purchased Mortgage Loans without the prior written approval of Buyer, which approval shall not be unreasonably withheld. (e) Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer's security interest and Servicing Agreementagreeing that, upon notice from Buyer (or the Custodian on its behalf) that an Event of Default has occurred and in continuing hereunder, it shall deposit all Income with respect to the Purchased Mortgage Loans in the account specified in the third sentence of Section 5(a).

Appears in 1 contract

Samples: Master Repurchase Agreement (Ocwen Financial Corp)

Servicing. The (a) Seller has represented covenants to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. (b) During the period Seller is servicing the Purchased Loans, (i) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchaser that certain Purchased Loans and all Servicing Records to secure the obligation of the Mortgage Loans are being serviced by the Seller, Seller or its designee to service in its capacity as servicer under the Mortgage Loan Purchase conformity with this Section 43 and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (other than SubServicing Agreements with Advanta Mortgage Corp. USA)including the Custodian) at Buyer’s request. It is understood and agreed between by the parties that prior to an Event of Default, Seller and shall retain the Purchaser that servicing fees with respect to the Mortgage Purchased Loans. (c) If the Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required serviced by any other third party servicer for releasing (such third party servicer, the Mortgage Loans from any such “Subservicer”) Seller shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to Buyer at least three (it being understood that neither 3) Business Days prior to the Purchaser nor any affiliate of applicable Purchase Date or the Purchaser is servicing date on which the Mortgage Subservicer shall begin subservicing the Loans under any such servicing agreement and, accordingly, that neither which shall be in the Purchaser nor any affiliate of form and substance acceptable to Buyer (the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement“Servicing Agreement”) and shall arrange have obtained the written consent of Buyer for such Subservicer to subservice the orderly transferLoans. (d) Seller agrees that upon the occurrence of an Event of Default, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, Buyer may terminate Seller in its capacity as Master Servicerservicer and terminate any Servicing Agreement and Seller shall transfer such servicing to Buyer or its designee, at no cost or expense to Buyer. In addition, Seller shall provide to Buyer an Instruction Letter from Seller to the effect that upon the occurrence of an Event of Default, Buyer may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Loans be remitted in accordance with Buyer’s instructions. Seller agrees to cooperate with Buyer in connection with the transfer of servicing. (e) After the Purchase Date, until the Repurchase Date, Seller will have no right to modify or alter the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled Loan or consent to the Servicing Fee and such other payments as provided for under modification or alteration of the terms of the Pooling any Loan, and Servicing Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement. (f) Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer.

Appears in 1 contract

Samples: Master Repurchase Agreement (PHH Corp)

Servicing. The (a) Sellers, on Buyer’s behalf, shall contract with Servicer to, or if a Seller has represented to is the Purchaser that certain of Servicer, it shall, service the Mortgage Loans are being serviced by consistent with the Seller, in its capacity as servicer under the Mortgage Loan Purchase degree of skill and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and care that such Seller customarily requires with respect to similar Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood owned or managed by it and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the terms rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then existing Servicer in accordance with Section 16(e) hereof. (b) Sellers shall cause the Servicer to hold or cause to be held all escrow funds collected by Sellers with respect to any Purchased Assets in trust accounts and shall apply the same for the purposes for which such funds were collected. (c) Sellers shall cause the Servicer to deposit all collections received by Sellers on account of the Pooling Purchased Assets in the account set forth in Section 9 no later than two (2) Business Days following receipt. (d) Sellers shall provide promptly to Buyer a Servicer Notice addressed to and Servicing Agreementagreed to by the Servicer of the related Purchased Assets, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in such Purchased Assets and the Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Assets and any related Income with respect thereto. (e) Upon written notice, Buyer has the right with cause, or with respect to an Event of Default, as determined in its good faith discretion to immediately terminate the Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee. Sellers shall cooperate in transferring the servicing of the Purchased Assets to a successor servicer appointed by Buyer in its good faith discretion. For so long the avoidance of doubt any termination of the Servicer’s rights to service by the Buyer as a result of an Event of Default shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (f) If a Seller services should discover that, for any reason whatsoever, any entity responsible to such Seller by contract for managing or servicing any such Purchased Asset has failed to perform fully such Seller’s obligations under the Mortgage LoansFacility Documents or any of the obligations of such entities with respect to the Purchased Assets, the such Seller shall be entitled promptly notify Buyer. (g) For the avoidance of doubt, no Seller retains economic rights to the servicing of the Purchased Assets; provided that Sellers shall continue to service the Purchased Assets hereunder as part of their Obligations hereunder. As such, each Seller expressly acknowledges that the Purchased Asset are sold to Buyer on a “servicing released” basis. (h) The Servicing Fee Rights and other servicing provisions under this Agreement are not severable from or to be separated from the Purchased Assets under this Agreement, and such Servicing Rights and other payments as provided for servicing provisions of this Agreement constitute (a) “related terms” under this Agreement within the terms meaning of Section 101(47)(A)(i) of the Pooling and Servicing AgreementBankruptcy Code and/or (b) a security agreement or other arrangement or other credit enhancement related to the Repurchase Documents.

Appears in 1 contract

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

Servicing. With respect to Eligible Assets which are Mortgage Loans: (a) The Seller has represented Borrower covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced by to be maintained in conformity with accepted customary and prudent servicing practices in the Seller, in its capacity industry for the same type of mortgage loans as servicer under the Mortgage Loan Purchase Loans and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and in a manner at least equal in quality to the Seller, and that such servicing the Borrower provides for Mortgage Loans are not subject to any other servicing agreements with third parties which they owns (other than SubServicing Agreements with Advanta Mortgage Corp. USA"ACCEPTED SERVICING PRACTICES"). It In the event that the preceding language is understood and agreed between interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the Seller and earlier of (i) an Event of Default, or (ii) the Purchaser that Termination Date. (b) If the Mortgage Loans are serviced by the Borrower, the Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to be delivered free any and clear of any all servicing agreements. The Seller, without reimbursement from files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Purchaserservicing of Mortgage Loans (the "SERVICING RECORDS"), shall pay any fees or penalties required by any servicer for releasing and (ii) the Borrower grants the Lender a security interest in all of the Borrower's rights relating to the Mortgage Loans from any such servicing agreement (it being understood that neither and all Servicing Records to secure the Purchaser nor any affiliate obligation of the Purchaser is servicing Borrower or its designee to service in conformity with this Section and any other obligation of the Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Mortgage Custodian) at the Lender's request. (c) If the Mortgage Loans under any or Underlying Mortgage Loans are serviced by a third party servicer, (such third party servicer, the "SUBSERVICER"), the Borrower shall provide a copy of the servicing agreement andto the Lender at least three (3) Business Days prior to the applicable Funding Date, accordinglywhich shall be in form and substance acceptable to the Lender (the "SERVICING AGREEMENT"). (d) The Borrower shall provide to the Lender a letter from the Borrower or any Subservicer which is an Affiliate of the Borrower (which may be part of the Instruction Letter), as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement and transfer servicing to its designee, at no cost or expense to the Lender, it being agreed that the Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Lender.] (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Mortgage Custodian, the Borrower will have no right to modify or alter the terms of such Mortgage Loan except with the prior written consent of the Lender, and the Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Mortgage Custodial Agreement; PROVIDED, that neither the Purchaser nor any affiliate Borrower may enter into forbearance agreements or plans with Mortgagors consistent with its collection activities as servicer of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from and in conformity with Accepted Servicing Practices. (f) The Borrower shall permit the Lender to inspect the servicing facilities of the Borrower, its Affiliates, or any such servicing agreement) and shall arrange Subservicer which is its Affiliate of the Borrower as the case may be, for the orderly transferpurpose of satisfying the Lender that the Borrower, an Affiliate, or such Subservicer, as of the Cut-off Datecase may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. With respect to any Subservicer which is not an Affiliate, the Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing AgreementSubservicer.

Appears in 1 contract

Samples: Master Loan and Security Agreement (Hanover Capital Mortgage Holdings Inc)

Servicing. The Seller has represented (a) Borrower covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Underlying Loans are being serviced by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear maintained in conformity with (i) applicable law, (ii) the terms of any servicing agreements. The Sellerthis Loan Agreement, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreementiii) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under (iv) the terms of the Pooling respective Underlying Loans and any related intercreditor agreement, co‑lender and/or similar agreement(s) and (v) to the extent consistent with the foregoing, the Servicing Standard. Borrower shall obtain the written consent of Lender prior to appointing any servicer for the Underlying Loans, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall provide Lender with written notice at least ten (10) Business Days prior to terminating any servicer, terminating any servicing agreement (including the Servicing Agreement) or removing any Underlying Loan from the serviced loans subject to a servicing agreement. In connection with any such termination or removal, Borrower shall, at least five (5) Business Days prior to such termination or removal, cause a new Servicing Instruction Letter to be delivered which shall instruct any servicer, obligor, lock-box bank, cash management bank, manager or other party responsible for remitting amounts to Borrower under the Underlying Loans to pay all amounts payable to Borrower under the Underlying Loans to the Collection Account. (b) Borrower agrees that Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, management agreements, rent rolls, leases, environmental and engineering reports, third-party underlying reports, files, documents, records, legal opinions, estoppels, financial statements, operating statements, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of the Underlying Loans (but excluding any draft documents, attorney/client communications which are privileged or constitute legal or other due diligence analyses, and documents prepared by Borrower or any of its Affiliates solely for internal communication, credit underwriting or due diligence) (the “Servicing Records”), and Borrower grants Lender a security interest in all of Borrower’s rights relating to the Underlying Loans and all Servicing Records to secure the obligation of Borrower or its designee to service in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and, during the existence of an Event of Default, to deliver them promptly to Lender or its designee (including Custodian) at Lender’s request.

Appears in 1 contract

Samples: Loan and Security Agreement (NexPoint Real Estate Finance, Inc.)

Servicing. The (a) Subject to subsection (d) below, the Seller has represented covenants to maintain or cause the servicing of the Purchased Assets to be maintained in conformity with Accepted Servicing Practices and pursuant to the Purchaser related underlying Servicing Agreement, if any. In the event that certain the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (g) below, (ii) the date on which all the Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. (b) During the period the Seller is servicing the Purchased Assets for Buyer, (i) the Seller agrees that Buyer is the owner of all Servicing Records relating to Purchased Assets that have not been repurchased, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) the Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of the Mortgage Loans are being serviced by Seller or its designee to service in conformity with this Section 42 and any other obligation of the SellerSeller to Buyer. At all times during the term of this Agreement, the Seller covenants to hold such Servicing Records in its capacity as servicer trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the Mortgage Loan Purchase and related Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and promptly to Buyer or its designee (including the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)Custodian) at Buyer’s reasonable request. It is understood and agreed between by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Assets. (c) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than the Seller and (a “Subservicer”), or if the Purchaser that the Mortgage Loans are servicing of any Purchased Asset is to be delivered free and clear transferred to a Subservicer, the Seller shall provide a copy of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such related servicing agreement and an Instruction Letter executed by such Subservicer (it being understood that neither collectively, the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any “Servicing Agreement”) to Buyer at least one (1) Business Day prior to such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transferPurchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance reasonably acceptable to Buyer. In addition, the Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Cut-off Loans, which consent may not unreasonably be withheld or delayed. (d) After the Purchase Date, of such servicing from any such servicer until the Repurchase Date, the Seller will have no right to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with modify or alter the terms of the Pooling Loan or consent to the modification or alteration of the terms of any Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and Servicing the Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial and Disbursement Agreement or any Program Document, including, without limitation, Section 16 of this Agreement. (e) The Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time the Seller’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that the Seller has the ability to service the Loans as provided in this Agreement. For so long as In addition, with respect to any Subservicer which is not an Affiliate of the Seller services the Mortgage LoansSeller, the Seller shall be entitled use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer. (f) Seller retains no economic rights to the Servicing Fee and such other payments as provided for under the terms servicing of the Pooling Purchased Assets; provided that Seller shall continue to service the Purchased Assets hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis. (g) Servicer shall subservice such Purchased Assets on behalf of Buyer for a term commencing as of the related Purchase Date and which shall automatically terminate without notice on the earlier of (a) thirty (30) days after the related Purchase Date, or if longer, the term of the relevant Transaction, or the Repurchase Date set forth in the applicable Confirmation with respect to a Purchased Asset or (b) the Repurchase Date with respect to a Purchased Asset (such term, the “Servicing AgreementTerm”). If the Servicing Term expires with respect to any Purchased Asset for any reason other than Seller repurchasing such Purchased Asset, then such Servicing Term shall automatically terminate if not renewed by Buyer; provided, that Buyer shall be deemed to have renewed such Servicing Term if Buyer enters into a new Transaction or extends the Transaction, in respect of such Purchased Asset. In connection with any such renewal, Servicer shall continue to interim service the Purchased Assets for a thirty (30) day extension period, an additional Servicing Term, (an “Extension Period”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any Extension Period) with respect to any Purchased Asset, Seller shall have no right to service the related Purchased Asset nor shall Buyer have any obligation to extend the Servicing Term (or continue to extend the Servicing Term). Buyer shall have the right to immediately terminate the Servicer at any time following the occurrence of any event described in Section 18 hereof (a “Servicer Termination Event”). If such Servicing Term is not extended by Buyer or if Buyer has terminated Servicer as a result of a Servicer Termination Event, Servicer shall transfer such servicing to Buyer or its designee at no cost or expense to Buyer. Servicer shall hold or cause to be held all Escrow Payments collected with respect to the Purchased Assets it is subservicing on behalf of Buyer in segregated accounts for the sole benefit of the Mortgagors and shall apply the same for the purposes for which such funds were collected. If Servicer should discover that, for any reason whatsoever, it has failed to perform fully its servicing obligations with respect to the Purchased Assets it is subservicing on behalf of Buyer, Seller shall promptly notify Buyer.

Appears in 1 contract

Samples: Master Repurchase Agreement (Rocket Companies, Inc.)

Servicing. The Seller has represented (a) Each of NCCC, NCRC and NCMC covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced by to be maintained in conformity with accepted and prudent servicing practices in the Seller, in its capacity industry for the same type of mortgage loans as servicer under the Mortgage Loan Purchase Loans and Servicing in a manner at least equal in quality to the servicing Seller provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which this Agreement dated as terminates or (iii) the transfer of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties approved by Buyer. (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that b) If the Mortgage Loans are serviced by Seller, Seller agrees that Buyer is the owner of all servicing records, including but not limited to be delivered free any and clear of any all servicing agreements. The Seller, without reimbursement from files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Purchaser, shall pay any fees or penalties required by any servicer for releasing servicing of the Mortgage Loans from any (the “Servicing Records”). Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. (c) If the Mortgage Loans are serviced by a person other than Seller (such third party the “Servicer”), Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the “Servicing Agreement”), and shall provide a Servicer Notice to Buyer substantially in the form of Exhibit VII hereto, fully executed by Seller and the Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer’s successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Seller agrees that no Person shall assume the servicing obligations with respect to the Mortgage Loans as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) If the servicer of the Mortgage Loans is Seller, upon the occurrence of an Event of Default, Buyer shall have the right to terminate the Seller as servicer of the Mortgage Loans and transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, at any time thereafter. If the Servicer of the Mortgage Loans is not Seller, Buyer shall have the right, as contemplated in the applicable Servicer Notice, upon the occurrence of an Event of Default, to terminate any applicable Servicing Agreement and transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, it being understood agreed that neither Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the Purchaser nor transfer of servicing to Buyer’s designated Servicer, as well as any affiliate servicing fees and expenses payable to such Servicer. (e) After the Purchase Date, until the repurchase of any Mortgage Loan, Seller will have no right to modify or alter the Purchaser terms of such Mortgage Loan and Seller will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, in each case except as provided in the Custodial and Disbursement Agreement. (f) In the event Seller or its Affiliate is servicing the Mortgage Loans under any such Loans, Seller shall permit Buyer to inspect Seller’s or its Affiliate’s servicing agreement andfacilities, accordinglyas the case may be, for the purpose of satisfying Buyer that neither Seller or its Affiliate, as the Purchaser nor any affiliate of case may be, has the Purchaser is entitled ability to receive any fee for releasing service the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing in this Agreement.

Appears in 1 contract

Samples: Master Repurchase Agreement (New Century Financial Corp)

Servicing. (a) The Seller has represented Purchased Loans are sold and conveyed to the Purchaser that certain on a servicing-released basis. Commencing on the applicable Purchase Date, immediately upon giving effect to the sale of the Mortgage Purchased Loans, the servicing of the Purchased Loans by ACS will be conducted on behalf of the Purchaser pursuant to its servicing agreements with ACS. The Seller shall be responsible for all amounts payable, or to become payable, to ACS or any other Person with respect to servicing of the Purchased Loans incurred or accrued prior to the applicable Purchase Date. The Purchaser shall be responsible for all amounts due, or to become due, to ACS or any other Person with respect to servicing of the Purchased Loans incurred or accrued on or after the [****] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits information subject to the confidentiality request. Omissions are being serviced designated with brackets containing asterisks. As part of our confidential treatment request, a complete version of this exhibit has been filed separately with the U.S. Securities and Exchange Commission. applicable Purchase Date, including servicing compensation for the period from and after such Purchase Date, deboarding fees, deconversion fees, termination fees, transfer fees or other make-whole payments in connection with the transfer of servicing to the Purchaser or the servicing of the Purchased Loans from and after such Purchase Date. (b) The Seller makes no representation, warranty or covenant and assumes no obligation to the Purchaser (including pursuant to Section 6.01 or Section 9.01) with respect to the servicing of the Purchased Loans by any Third-Party Servicer whether on, before or after the applicable Purchase Date, and shall have no liability to the Purchaser for any liabilities, claims, breaches, disputes, indemnities or other costs, expenses, losses or other matters, including any of the foregoing that may at any time be alleged by the Purchaser or any third-party, relating to the servicing of the Purchased Loans by any Third-Party Servicer, except that the Seller will remain responsible for all amounts due to the applicable Third-Party Servicer or any other Person with respect to servicing of the Purchased Loans incurred prior to the applicable Purchase Date. (c) The Seller shall be subrogated to any claims or rights of the Purchaser as against any Third-Party Servicer with respect to any amounts paid by the Seller under Article VI hereof. The Purchaser shall reasonably cooperate with the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and at the Seller’s expense, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between in the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear Seller’s assertion of any servicing agreements. The Seller, without reimbursement from claim based on the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate right of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreementsubrogation.

Appears in 1 contract

Samples: Federal Student Loan Sale Agreement (Navient Corp)

Servicing. (a) The Seller has represented to the Purchaser that certain of shall service the Mortgage Loans are being serviced by consistent with the Seller, in its capacity as servicer under the Mortgage Loan Purchase degree of skill and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such care customarily required with respect to similar Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood owned or managed by it and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with all applicable industry standards. The Seller shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the terms rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the Seller in accordance with Section 16(d) hereof. (b) The Seller shall hold or cause to be held all escrow funds collected by the Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. (c) The Seller shall deposit all collections received by the Seller on account of the Pooling and Servicing AgreementPurchased Mortgage Loans in the Collection Account no later than two Business Days following receipt. (d) Upon the occurrence of a Default or Event of Default hereunder, Buyer shall have the right to immediately terminate the Seller’s right to service the Purchased Mortgage Loans without payment of any penalty or termination fee. For so long as The Seller shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. (e) If the Seller services should discover that, for any reason whatsoever, any entity responsible to the Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully the Seller’s obligations under the Repurchase Documents or any of the obligations of such entities with respect to the Purchased Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreementpromptly notify Buyer.

Appears in 1 contract

Samples: Master Repurchase Agreement (Homebanc Corp)

Servicing. The Seller has represented (a) Each of NCCC and NCMC covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced by to be maintained in conformity with accepted and prudent servicing practices in the Seller, in its capacity industry for the same type of mortgage loans as servicer under the Mortgage Loan Purchase Loans and Servicing in a manner at least equal in quality to the servicing Seller provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which this Agreement dated as terminates or (iii) the transfer of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties approved by Buyer. (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that b) If the Mortgage Loans are serviced by Seller, Seller agrees that Buyer is the owner of all servicing records, including but not limited to be delivered free any and clear of any all servicing agreements. The Seller, without reimbursement from files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Purchaser, shall pay any fees or penalties required by any servicer for releasing servicing of the Mortgage Loans from any (the "Servicing Records"). Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer's request. (c) If the Mortgage Loans are serviced by a person other than Seller (such third party the "Servicer"), Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the "Servicing Agreement"), and shall provide a Servicer Notice to Buyer substantially in the form of Exhibit VII hereto, fully executed by Seller and the Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer's successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Seller agrees that no Person shall assume the servicing obligations with respect to the Mortgage Loans as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) If the servicer of the Mortgage Loans is Seller, upon the occurrence of an Event of Default, Buyer shall have the right to terminate the Seller as servicer of the Mortgage Loans and transfer servicing to Buyer's designated Servicer, at no cost or expense to Buyer, at any time thereafter. If the Servicer of the Mortgage Loans is not Seller, Buyer shall have the right, as contemplated in the applicable Servicer Notice, upon the occurrence of an Event of Default, to terminate any applicable Servicing Agreement and transfer servicing to Buyer's designated Servicer, at no cost or expense to Buyer, it being understood agreed that neither Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the Purchaser nor transfer of servicing to Buyer's designated Servicer, as well as any affiliate servicing fees and expenses payable to such Servicer. (e) After the Purchase Date, until the repurchase of any Mortgage Loan, Seller will have no right to modify or alter the Purchaser terms of such Mortgage Loan and Seller will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, in each case except as provided in the Custodial and Disbursement Agreement. (f) In the event Seller or its Affiliate is servicing the Mortgage Loans under any such Loans, Seller shall permit Buyer to inspect Seller's or its Affiliate's servicing agreement andfacilities, accordinglyas the case may be, for the purpose of satisfying Buyer that neither Seller or its Affiliate, as the Purchaser nor any affiliate of case may be, has the Purchaser is entitled ability to receive any fee for releasing service the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing in this Agreement.

Appears in 1 contract

Samples: Master Repurchase Agreement (New Century Financial Corp)

Servicing. The (a) Notwithstanding the purchase and sale of the Purchased Mortgage Loans hereby, Seller has represented shall continue to service the Purchased Mortgage Loans for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Mortgage Loan prior to the Purchaser that certain of the Mortgage Loans are being serviced by the Sellerrelated Repurchase Date pursuant to Section 8, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1Buyer's assigns; provided, 1996 between Salomon Brothers Realty Corp. and the Sellerhowever, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are obligations of Seller to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from service the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Purchased Mortgage Loans shall be serviced cease, at Seller's option, upon the payment by Seller to Buyer of the Seller, in its capacity as Master Servicer, Repurchase Price therefor. Seller shall service the Purchased Mortgage Loans in accordance with the terms servicing standards maintained by other prudent mortgage lenders with respect to mortgage loans similar to the Purchased Mortgage Loans. (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Mortgage Loans (the "Servicing Records"). Seller grants Buyer a ----------------- security interest in all servicing fees and rights relating to the Purchased Mortgage Loans and all Servicing Records to secure the obligation of the Pooling Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Agreement. For so long as Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's request. (c) Upon the occurrence and continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Mortgage Loans on a servicing released basis or (ii) terminate the Seller services as servicer of the Purchased Mortgage LoansLoans with or without cause, the in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers to service the Purchased Mortgage Loans without the prior written approval of Buyer, which approval shall not be entitled unreasonably withheld. (e) Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that, upon notice from Buyer (or the Custodian on its behalf) that an Event of Default has occurred and in continuing hereunder, it shall deposit all Income with respect to the Servicing Fee and such other payments as provided for under Purchased Mortgage Loans in the terms account specified in the third sentence of the Pooling and Servicing AgreementSection 5(a).

Appears in 1 contract

Samples: Master Repurchase Agreement (United Panam Financial Corp)

Servicing. (a) The parties hereto agree and acknowledge that the Purchased Assets are sold to Purchaser on a “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets are subject to this Agreement. Notwithstanding the foregoing, while no Event of Default exists, Seller has represented shall be granted a revocable license (which license shall automatically be revoked (i) every thirty (30) days unless Purchaser provides written notice to Seller that such license is extended for another thirty (30) days or (ii) upon the occurrence of an Event of Default; provided, however, that if Purchaser that certain fails to deliver any such notice of extension, then upon notice from Seller of such failure, Purchaser shall provide notice to Seller and Servicer of Purchaser’s election to extend such thirty (30) day period or not extend such thirty (30) day period and, if such notice of election to extend is provided by Purchaser after the expiration of the Mortgage Loans are being serviced immediately preceding thirty (30) day period, such extension shall apply retroactively for the period beginning on the last day of such preceding thirty (30) day period through and including the date such notice of election to extend is provided by Purchaser) to cause Servicer to service the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the SellerPurchased Assets, and that such Mortgage Loans are not subject Seller shall, at Seller’s sole cost and expense, cause the Servicer to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between service the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, Purchased Assets in accordance with the terms Servicing Agreement and this Article 29 and for the benefit of Purchaser. Notwithstanding the foregoing, Seller shall not take any action or effect any Significant Modification without first having given prior notice thereof to Purchaser in each such instance and receiving the prior written consent of Purchaser. If Seller effects any Significant Modification with respect to any Purchased Asset without prior written consent of Purchaser then Seller shall repurchase such Purchased Asset within five (5) Business Days after written demand from Purchaser (unless Purchaser later elects to approve such Significant Modification or waive such right to demand repurchase, in each case in Purchaser’s sole and absolute discretion). (b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Pooling Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 29(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. Xxxxxx agrees to cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the effected Purchased Assets to another Servicer designated by Purchaser as expeditiously as possible. (c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub- servicer with respect to any Purchased Asset (i) upon the occurrence of a default by the Servicer under the Servicing Agreement, (ii) upon the occurrence of a default by the Servicer under the Servicer Letter or (iii) during the continuance of an Event of Default, either for cause or without cause, in each case of clauses (i) through (iii), without payment of any penalty or termination fee. (d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Purchaser. For If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the servicing agreements with such sub-servicer to Purchaser, provided that Servicer may delegate certain administrative functions to third parties without Purchaser’s consent provided that Servicer at all times remains liable for such functions. (e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Purchaser (a “Servicer Letter”) in form and substance acceptable to Purchaser in its sole and absolute discretion acknowledging Purchaser’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Asset to the Collection Account in accordance with Article 5(e) or as otherwise directed by Xxxxxxxxx in accordance with the Servicer Letter. (f) Seller agrees that Purchaser is the owner of all servicing records related to the Purchased Assets, including but not limited to the Servicing Agreement, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller services covenants to (or to use commercially reasonable efforts cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Purchaser or its designee (including the Mortgage LoansCustodian) at Purchaser’s request. (g) Except as set forth in the Transaction Documents, the Seller payment of servicing fees shall be entitled solely the responsibility of Seller and shall be subordinate to the Servicing Fee payment of amounts outstanding and such other payments as provided for due to Purchaser under the terms of the Pooling and Servicing AgreementTransaction Documents.

Appears in 1 contract

Samples: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)

Servicing. The Seller has represented to the Purchaser (a) Borrower acknowledges and agrees that certain of the Mortgage Loans are being serviced by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreementi) and shall arrange for the orderly transfer, as of the Cut-off Effective Date, of such servicing from a third party Servicer or sub-servicer has been retained to service or sub-service the Collaterally Assigned Loan and (ii) any such servicer retention of a Servicer and the form of Servicing Agreement to be entered into by Servicer are subject to the Master Servicerprior approval of Agent (and, Berkadia Commercial Mortgage LLC is deemed an approved Servicer by Agent, and the Servicing Agreement in effect on the Effective Date with Berkadia Commercial Mortgage LLC is deemed approved by Agent). The Mortgage Loans Borrower covenants to maintain or cause the servicing of the Collaterally Assigned Loan to be maintained in conformity with Accepted Servicing Practices. Borrower shall, or shall be serviced by use commercially reasonable efforts to cause Servicer to (i) comply with all applicable federal, state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the Seller, rights of Agent in its capacity as Master Servicer, the Collaterally Assigned Loan or any payment thereunder. Agent may terminate the servicing of the Collaterally Assigned Loan with the then existing Servicer in accordance with Section 10.04(e). Borrower shall not amend, modify or restate the terms Servicing Agreement without the consent of Agent, which shall not be unreasonably withheld, conditioned or delayed. (b) If the Collaterally Assigned Loan, or any portion thereof, is serviced or subserviced by Borrower or an Affiliate of Borrower, (i) Borrower acknowledges that Agent is the collateral assignee of all Servicing Rights and servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of the Pooling Collaterally Assigned Loan (which shall not include any immaterial emails, any attorney-client communications, or other internal communications) (the “Servicing Records”) and (ii) Borrower shall (or shall cause Servicer to) safeguard all Servicing Agreement. For Records so long as the Seller services Collaterally Assigned Loan is subject to this Agreement and, at Agent’s request during the Mortgage Loanscontinuance of an Event of Default, shall promptly deliver (or cause Servicer to promptly deliver) all such Servicing Records to Agent or its designee. (c) If the Seller Collaterally Assigned Loan, or any portion thereof, are serviced or subserviced by a third party Servicer or sub-servicer, Borrower shall include in the Servicing Acknowledgement such matters as Agent may reasonably request, including, without limitation, (i) Agent’s rights to indemnification and to recovery against any Servicer’s or sub-servicer’s insurance; (ii) recognition by Servicer of Agent’s security interest in the Collaterally Assigned Loan; (iii) rights of Agent, upon reasonable and customary notice, to inspect the books and records of Servicer with respect to the Collaterally Assigned Loan; (iv) Servicer’s agreement that upon receipt of notice of an Event of Default from Agent, Servicer will only follow the instructions of Agent with respect to the Collaterally Assigned Loan and any Collections with respect thereto; and (v) acknowledgement of Agent’s security interest in the Collaterally Assigned Loan and the Servicing Agreement and agreement that such Servicer or sub-servicer shall apply all Collections with respect to the Collaterally Assigned Loan as directed by Agent. Any successor to Servicer or any sub-servicer shall be entitled approved in writing by Agent prior to such successor’s assumption of servicing obligations with respect to the Collaterally Assigned Loan. (d) Borrower shall not, and shall not permit Servicer to, employ sub-servicers to service the Collaterally Assigned Loan without the prior written approval of Agent which shall not be unreasonably withheld, conditioned or delayed. If the Collaterally Assigned Loan is serviced by a sub-servicer, Borrower shall irrevocably assign all rights, title and interest in the sub-servicing agreement with such sub-servicer to Agent. (e) Upon the occurrence and during the continuance of an Event of Default hereunder or a default by Servicer under the Servicing Agreement (to the extent a Servicing Agreement then exists), Agent shall have the right to immediately terminate, and/or to require Borrower to immediately terminate, Borrower’s, Servicer’s and/or any sub-servicer’s right to service the Collaterally Assigned Loan and Agent shall not be responsible for payment of any penalty or termination fee, and shall have the right to appoint a successor servicer acceptable to Agent. Borrower shall, and shall cause Servicer and any sub-servicer to, cooperate in transferring the servicing of the Collaterally Assigned Loan to a successor Servicer appointed by, (i) in the case of an Event of Default, Agent in its sole discretion or (ii) in the case of a default by Servicer under the Servicing Agreement, Agent, with the consent of Borrower. (f) If Xxxxxxxx discovers that, for any reason whatsoever, any entity responsible to Borrower by contract for managing or servicing the Collaterally Assigned Loan has failed to materially perform Borrower’s obligations under the Loan Documents or any of the material obligations of such entities with respect to the Collaterally Assigned Loan, Borrower shall promptly notify Agent. (g) Borrower shall cause Servicer and any sub-servicer to provide (i) a notice acknowledging Agent’s security interest, for the benefit of the Lenders, in the Collaterally Assigned Loan, and (ii) a copy of each report and notice sent to Borrower to be sent to Agent concurrently therewith. (h) Borrower shall be responsible for paying all costs, fees and expenses (including reasonable and documented attorneys’ fees and disbursements of outside counsel if payable to Agent or the Lenders) payable to Servicer and any sub-servicer for services performed pursuant to the Servicing Fee Agreement or otherwise and such other payments as provided for the same shall be subordinate to all amounts outstanding and due to Agent and the Lenders hereunder and under the other Loan Documents. (i) Notwithstanding anything to the contrary contained herein, this Agreement and the other Loan Documents shall control over any and all contrary, conflicting or otherwise incompatible terms of contained in the Pooling and Servicing Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (AB Commercial Real Estate Private Debt Fund, LLC)

Servicing. The (a) Notwithstanding the purchase and sale of the Purchased Mortgage Loans hereby, Seller has represented shall cause the Purchased Mortgage Loans to be serviced by an Affiliate of Seller for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Mortgage Loan prior to the Purchaser that certain of the Mortgage Loans are being serviced by the Sellerrelated Repurchase Date pursuant to Section 8, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1Buyer's assigns; provided, 1996 between Salomon Brothers Realty Corp. and the Sellerhowever, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, obligations of such servicing from any such servicer Affiliate of Seller to service the Master Servicer. The Purchased Mortgage Loans shall be serviced cease, at Seller's option, upon the payment by Seller to Buyer of the Seller, in its capacity as Master Servicer, Repurchase Price therefor. Such Affiliate of Seller shall service the Purchased Mortgage Loans in accordance with the terms servicing standards maintained by other prudent mortgage lenders with respect to mortgage loans similar to the Purchased Mortgage Loans. (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Mortgage Loans (the "Servicing Records"). Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Mortgage Loans and all Servicing Records to secure the obligation of the Pooling Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Agreement. For so long as Records. (c) Upon the occurrence and continuance of an Event of Default with respect to Seller, Buyer may, in its sole discretion, (i) sell its right to the Purchased Mortgage Loans on a servicing released basis or (ii) terminate the Seller services as servicer of the Purchased Mortgage LoansLoans with or without cause, the in each case without payment of any termination fee. (d) Seller shall be entitled not employ sub-servicers to service the Purchased Mortgage Loans without the prior written approval of Buyer. (e) Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that, upon notice from Buyer (or the Custodian on its behalf) that an Event of Default has occurred and is continuing hereunder, it shall deposit all Income with respect to the Servicing Fee and such other payments as provided for under Purchased Mortgage Loans in the terms account described in the second sentence of the Pooling and Servicing AgreementSection 5(a).

Appears in 1 contract

Samples: Master Repurchase Agreement (Novastar Financial Inc)

Servicing. (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller has represented to the Purchaser that certain Administrative Agent, on behalf of Buyers, on a servicing released basis. In furtherance of the Mortgage Loans are being serviced foregoing, Seller and Administrative Agent, on behalf of Buyers, hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Administrative Agent, on behalf of Buyers, shall govern the Seller, in its capacity as servicer under servicing of the Mortgage Loan Purchase Purchased Assets and Servicing Agreement dated as of September 1, 1996 any prior agreement between Salomon Brothers Realty Corp. Seller and the Seller, and that such Mortgage Loans are not subject to any other Person or otherwise with respect to such servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)is hereby superseded in all respects. It is understood and agreed between Notwithstanding the foregoing, if Administrative Agent shall have received a duly executed Servicer Acknowledgment from Servicer, prior to an uncured Event of Default, Seller and may retain Servicer, on behalf of Administrative Agent, to service the Purchaser Purchased Assets for the benefit of or on behalf of Administrative Agent, on behalf of Buyers; provided, however, that the Mortgage Loans are obligation of Servicer to be delivered free and clear of service any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange Purchased Asset for the orderly transferbenefit of or on behalf of Administrative Agent, on behalf of Buyers, as of aforesaid shall cease upon the Cut-off Date, repurchase of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced Purchased Asset by the Seller, in its capacity as Master Servicer, Seller in accordance with the terms provisions of this Agreement or as otherwise provided in the Pooling Servicer Acknowledgment. (b) Seller agrees that, as between Seller and Administrative Agent, on behalf of Buyers, Administrative Agent, on behalf of Buyers, is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Agreement. For Records”) so long as the Purchased Assets are subject to this Agreement. Seller services the Mortgage Loanscovenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Administrative Agent, the on behalf of Buyers, or its designee (including Custodian) at Administrative Agent’s request. (c) Seller shall not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Administrative Agent, on behalf of Buyers, which approval shall be entitled in Administrative Agent’s, sole discretion exercised in good faith. (d) Seller shall cause Servicer and any other sub-servicers engaged on behalf of Administrative Agent to execute a Servicing Agreement with Seller and Administrative Agent, on behalf of Buyers, or a Servicer Acknowledgment acknowledging Administrative Agent’s, on behalf of Buyers, interest in the Purchased Assets and the Servicing Agreement and agreeing that Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Assets in the Blocked Account, all in such manner as shall be reasonably acceptable to Administrative Agent. (e) To the extent applicable and otherwise permitted under the related Servicing Fee and Agreement, Seller shall cause Servicer to permit Administrative Agent, on behalf of Buyers, to inspect Servicer’s servicing facilities for the purpose of satisfying such other payments party that Servicer has the ability to service such Purchased Asset as provided for under in this Agreement. (f) (i) Administrative Agent, on behalf of Buyers, may, in its sole discretion exercised in good faith if an Event of Default shall have occurred and be continuing, sell the terms Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer, and (ii) to upon the Pooling occurrence of an Event of Default hereunder, Administrative Agent, on behalf of Buyers, shall have the right immediately to terminate Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee in accordance with the Servicer Acknowledgment and Servicing Agreement.

Appears in 1 contract

Samples: Master Repurchase and Securities Contract Agreement (ACRES Commercial Realty Corp.)

Servicing. The Seller has represented (a) Each Seller, on Buyer’s behalf, shall contract with Servicer to the Purchaser that certain of service the Mortgage Loans are being serviced by consistent with the Seller, in its capacity as servicer under the Mortgage Loan Purchase degree of skill and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and care that such Seller customarily requires with respect to similar Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood owned or managed by it and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable federal, state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the terms rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then existing Servicer in accordance with Section 15(e) hereof. (b) Each Seller shall cause the Servicer to hold all escrow funds collected by Seller with respect to any Purchased Assets in trust accounts and shall apply the same for the purposes for which such funds were collected. (c) Each Seller shall cause the Servicer to deposit all collections received by such Seller on account of the Pooling Purchased Assets in the account set forth in Section 9 hereof no later than two (2) Business Days following receipt. (d) Each Seller shall provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Assets, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in such Purchased Assets and the Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Assets and any related Income with respect thereto. (e) Upon written notice from Buyer and upon the occurrence of a Default or Event of Default hereunder or a material default under the Servicing Agreement, Buyer has the right to immediately terminate the Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee. Sellers shall cooperate in transferring the servicing of the Purchased Assets to a successor servicer appointed by Buyer in its sole discretion. (f) If a Seller should discover that, for any reason whatsoever, any entity responsible to such Seller by contract for managing or servicing any such Purchased Asset has failed to perform fully such Seller’s obligations under the Facility Documents or any of the obligations of such entities with respect to the Purchased Assets, such Seller shall promptly notify Buyer. (g) [Reserved]. (h) For the avoidance of doubt, each Seller retains no economic rights to the servicing of the Purchased Assets other than such Seller’s rights under the Servicing Agreement. For so long as As such, each Seller expressly acknowledges that the Seller services Purchased Asset are sold to Buyer on a “servicing released” basis with such servicing retained by the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing AgreementServicer.

Appears in 1 contract

Samples: Master Repurchase Agreement (Angel Oak Mortgage, Inc.)

Servicing. The (a) Notwithstanding the purchase and sale of the Purchased Loans by Seller has represented to Buyer hereunder, Midland Loan Services, Inc. or, with the consent of Buyer (which consent shall not unreasonably be withheld), an Affiliate of Seller (“Servicer”) shall continue to service the Purchased Loans at Seller’s sole cost and for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans prior to the Purchaser Repurchase Date pursuant to Section 8 or 17 of this Annex I, Buyer’s assigns; provided, however, that certain the obligations of Seller to service any of the Mortgage Purchased Loans are being serviced shall cease automatically upon the earliest of (i) an Event of Default, (ii) the date on which the aggregate Repurchase Price for the Portfolio Loans together with all accrued and unpaid Price Differential, unpaid Costs and other amounts payable by Seller to Buyer hereunder have been paid in full or (iii) the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as transfer of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the approved by Seller and the Purchaser that the Mortgage Loans are to Buyer, which Buyer’s consent shall not be delivered free and clear of any servicing agreementsunreasonably withheld. The Seller, without reimbursement from the Purchaser, Seller shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) service and shall arrange for cause the orderly transfer, as of Servicer to service the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Purchased Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with Accepted Servicing Practices. (b) Seller agrees that Buyer is the terms owner of all servicing records, including but not limited to any and all servicing agreements (the Pooling “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the “Servicing Agreement. For Records”) so long as the Purchased Loans are subject to the Agreement. Seller services covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Mortgage Custodian) at Buyer’s request. (c) Upon the occurrence and continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on a servicing released basis or (ii) terminate Servicer or any sub-servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee or such other costs or expenses to Buyer, it being agreed that Seller will pay any and all fees, costs and expenses required to terminate the Servicing Agreement and to effectuate a transfer of servicing to a designee of the Buyer; provided, however, that Buyer shall cause any successor servicer to deliver to Seller reports generated for Buyer relating to the Purchased Loans, the . (d) Seller shall not, and shall not permit Servicer to, employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer which shall not be entitled unreasonably withheld. If the Purchased Loans are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements with such sub-servicer to Buyer. (e) Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer’s security interest in the Purchased Loans and the Servicing Agreements and agreeing that each such sub-servicer shall deposit all Income with respect to the Servicing Fee and Purchased Loans in the Blocked Account, all in such other payments manner as shall be reasonably acceptable to Buyer. (f) In the event Seller or its Affiliate is servicing any Purchased Loan, Seller shall permit Buyer to inspect Seller’s or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service such Purchased Loans as provided for under in the terms of the Pooling and Servicing Agreement. (g) Seller shall cause the Servicer to provide a copy of each report and notice sent to Seller to be sent to Buyer concurrently therewith.

Appears in 1 contract

Samples: Master Repurchase Agreement (Capital Trust Inc)

Servicing. The (a) As a condition of purchasing a Mortgage Loan, Buyer may require Seller has represented to service such Mortgage Loan as agent for Buyer for a term of thirty (30) days (the “Servicing Term”), which is renewable as provided in clause (d) below, on the following terms and conditions: (b) Seller shall service and administer the Purchased Mortgage Loans on behalf of Buyer in accordance with Accepted Servicing Practices, and in accordance with all applicable requirements of the Agencies, Requirements of Law, the provisions of any applicable servicing agreement, and the requirements of any applicable Takeout Commitment and the Takeout Investor, so that the eligibility of the Purchased Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by such servicing and administration. (c) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller or any of its Affiliates (a “Subservicer”), or if the servicing of any such Mortgage Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer prior to such Purchase Date or servicing transfer date, as applicable. Each such Servicing Agreement shall be in form and substance reasonably acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Purchased Mortgage Loans, which consent may be withheld in Buyer’s sole discretion. In no event shall Seller’s use of a Subservicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly. (d) Seller shall deliver the physical and contractual master servicing of each Purchased Mortgage Loan, together with all of the related Records in its possession, to Buyer’s designee upon the earliest of (w) the occurrence of an Event of Default hereunder which is continuing, (x) the termination of Seller as servicer by Buyer pursuant to this Agreement, (y) the expiration (and non-renewal) of the Servicing Term, or (z) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Buyer shall have the right to terminate Seller as master servicer (and any Subservicer as subservicer) of any of the Purchased Mortgage Loans, which right shall be exercisable at any time in Buyer’s sole discretion, upon written notice. In addition, Seller shall deliver the physical and contractual master servicing of each Purchased Mortgage Loan, together with all of the related Records in its possession to Buyer’s designee, upon expiration of the Servicing Term; provided that the Servicing Term and such delivery requirement will be deemed renewed for a like period on the last day of the Servicing Term, and on the last day of each such renewed Servicing Term, in the absence of directions to the Purchaser contrary from Buyer; provided further that certain such delivery requirement will no longer apply to any Mortgage Loan, and Seller shall have no further obligation to service such Mortgage Loan as agent for Buyer, upon receipt by Buyer of the Repurchase Price therefor. Seller’s transfer of the Records and the physical and contractual servicing under this Section shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”). (e) During the period Seller is servicing the Purchased Mortgage Loans as agent for Buyer, Seller agrees that Buyer is the owner of the related Credit Files and Records and Seller shall at all times maintain and safeguard and cause any Subservicer to maintain and safeguard the Credit File for the Purchased Mortgage Loan (including photocopies or images of the documents delivered to Buyer), and accurate and complete records of its servicing of the Mortgage Loan; Seller’s possession of the Credit Files and Servicing Records being for the sole purpose of master servicing such Mortgage Loans are and such retention and possession by Seller being in a custodial capacity only. Seller hereby grants Buyer a security interest in all servicing fees to secure the obligations of Seller and any Subservicer to service in conformity with this Section and any related Servicing Agreement. (f) At Buyer’s reasonable request, Seller shall promptly deliver to Buyer reports regarding the status of any Mortgage Loan being serviced by the Seller, in its capacity as servicer which reports shall include, but shall not be limited to, a description of any default thereunder for more than thirty (30) days or such other circumstances that are reasonably likely to cause a Material Adverse Effect on such Mortgage Loan, Buyer’s title to such Mortgage Loan or the collateral securing such Mortgage Loan; Seller may be required to deliver such reports until the repurchase of the Mortgage Loan by Seller. Seller shall immediately notify Buyer if it becomes aware of any payment default that occurs under the Mortgage Loan Purchase and or any default under any Servicing Agreement dated as that would materially and adversely affect any Mortgage Loan subject thereto. (g) Seller shall release its custody of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear contents of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees Credit File or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement File only (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreementi) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms written instructions of Buyer, (ii) upon the consent of Buyer when such release is required as incidental to Seller’s servicing of the Pooling and Servicing AgreementMortgage Loan, is required to complete the Takeout Commitment or comply with the Takeout Commitment requirements, or (iii) as required by Requirements of Law. (h) Buyer reserves the right to appoint a successor servicer at any time to service any Purchased Mortgage Loan (each a “Successor Servicer”) in its sole discretion. For so long as the Seller services the Mortgage LoansIf Buyer elects to make such an appointment due to an Event of Default that is continuing, the Seller shall be entitled assessed all costs and expenses incurred by Buyer associated with transferring the Purchased Mortgage Loans to the Servicing Fee Successor Servicer. In the event of such an appointment, Seller shall perform all acts and such other payments as provided for under the terms take all action so that any part of the Pooling Credit File and Servicing Agreementrelated Records held by Seller, together with all Income and other receipts relating to such Purchased Mortgage Loan, are promptly delivered to Successor Servicer, and shall otherwise reasonably cooperate with Buyer in effectuating such transfer. Seller shall have no claim for lost servicing income, lost profits or other damages if Xxxxx appoints a Successor Servicer hereunder and the servicing fee is reduced or eliminated. (i) For the avoidance of doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans provided that Seller shall continue to service the Purchased Mortgage Loans hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Buyer on a “servicing released” basis. Upon Xxxxxx’s repurchase of any Purchased Mortgage Loan pursuant hereto, Xxxxx’s transfer of such Mortgage Loan back to Seller shall likewise be on a “servicing released” basis.

Appears in 1 contract

Samples: Master Repurchase Agreement (Home Point Capital Inc.)

Servicing. The (a) Seller has represented covenants to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the Purchaser related underlying Servicing Agreement. In the event that certain the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Upon any such termination, the Seller shall comply with the requirements set forth in Section 13(hh) as to the delivery of the Mortgage Servicing Records and the physical servicing of each Purchased Loan. (b) During the period Seller is servicing the Purchased Loans, (i) Seller agrees that Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans are being serviced by (the Seller“Servicing Records”), and (ii) Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller or its capacity as servicer designee to service in conformity with this Section 43 and any other obligation of Seller to Buyer. At all times during the term of this Agreement, Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the Mortgage Loan Purchase and related Servicing Agreement dated promptly to Buyer or its designee (including the Custodian) at Buyer’s request or otherwise as required by operation of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)Section 13(hh) hereof. It is understood and agreed between by the Seller and parties that prior to an Event of Default, Seller, as servicer shall retain the Purchaser servicing fees with respect to the Purchased Loans. (c) If any Loan that the Mortgage Loans are is proposed to be delivered free and clear sold on a Purchase Date is serviced by a servicer other than Seller (a “Subservicer”), or if the servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreementsagreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. The SellerIn addition, without reimbursement from Seller shall have obtained the Purchaserprior written consent of Buyer for such Subservicer to subservice the Loans. (d) In addition to the rights provided in Section 43(a), the Buyer shall pay have the right, exercisable at any fees time in its sole discretion, upon written notice, to terminate Seller or penalties required by any Subservicers as servicer for releasing the Mortgage Loans from or subservicer, respectively, and any related Servicing Agreement. Upon any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any termination, Seller shall transfer or shall cause Subservicer to transfer such servicing agreement andwith respect to such Purchased Loans to Buyer or its designee, accordingly, that neither at no cost or expense to Buyer. Seller agrees to cooperate with Buyer in connection with the Purchaser nor any affiliate transfer of servicing. (e) After the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Purchase Date, of such servicing from any such servicer until the Repurchase Date, Seller will have no right to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with modify or alter the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled Loan or consent to the Servicing Fee and such other payments as provided for under modification or alteration of the terms of the Pooling any Loan, and Servicing Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement. (f) Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer.

Appears in 1 contract

Samples: Master Repurchase Agreement (Sirva Inc)

Servicing. The Seller has represented to the Purchaser that certain of the Mortgage Loans are being serviced by the (a) Master Seller, in its capacity as servicer under the Mortgage Loan Purchase on behalf of itself and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the each Series Seller, and Buyer agree that all Servicing Rights with respect to the Purchased Loans will be transferred hereunder to Buyer on the applicable Purchase Date and such Mortgage Loans are not subject Servicing Rights shall be transferred by Buyer to Master Seller or the applicable Series Seller upon the applicable Series Seller’s payment of the Repurchase Price for such Purchased Loans. Notwithstanding the transfer of Servicing Rights to Buyer, Master Seller, on behalf of itself and each Series Seller, shall be entitled to exercise all discretion with respect to any other servicing agreements with third parties directions or consents to be given to the Servicer of the Purchased Loans (other than SubServicing Agreements modifications of the Purchased Loans) and to appoint a servicer for each Purchased Loan subject to the prior written consent of Buyer, which consent may be given by Buyer in its reasonable discretion; provided, however, that upon the occurrence and during the continuance of an Event of Default, Master Seller’s and each Series Seller’s rights to exercise such discretion with Advanta Mortgage Corp. USA)respect to the Purchased Loans shall automatically terminate and be of no further force and effect. It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear Any amendment, modification or termination, or waiver of any servicing agreementsterm or provision, of any Purchased Loan or Purchased Loan Documents shall require Buyer’s prior written consent in accordance with Section 7(e) of this Agreement. The SellerBuyer hereby agrees that Wxxxx Fargo Bank, without reimbursement from the PurchaserN.A. (“Wxxxx Fargo”), shall pay Situs Asset Management LLC (“Situs”) and Berkadia Commercial Mortgage LLC (“Berkadia”) and Trimont Real Estate Advisors, Inc. (“Trimont”), or any fees other third party servicer otherwise approved by Buyer in writing (Wxxxx Fargo, Situs, Berkadia and Trimont or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither third party servicer, a “Servicer”) may continue to service the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Purchased Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as benefit of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, Buyer in accordance with the terms and conditions of the Pooling and servicing agreement in effect for each such Servicer (each, a “Servicing Agreement” and, collectively, the “Servicing Agreements”), provided that each such Servicing Agreement shall have been approved in writing by Buyer in its reasonable discretion and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans pursuant to Section 8, Buyer’s assigns; and provided, further, that any such Servicer shall have entered into a Servicer Notice and Agreement substantially in the form of Exhibit IX attached hereto (a “Servicer Notice and Agreement”) acknowledging Buyer’s interests in the related Purchased Loans and its rights to sell such Purchased Loans on a servicing-released basis and to terminate the term of such servicing rights with respect to any Purchased Loans sold by Buyer from and after an Event of Default pursuant to its exercise of remedies pursuant to Section 13 hereof. For Master Seller shall cause the Purchased Loans to be serviced in accordance with Accepted Servicing Practices approved by Buyer in its sole and absolute discretion and practiced by other prudent mortgage lenders with respect to mortgage loans similar to the Purchased Loans. (b) Master Seller, on behalf of itself and each Series Seller, agrees that Buyer is the owner of all servicing records, including but not limited to any and all Servicing Agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (collectively, the “Servicing Records”) so long as the Purchased Loans are subject to this Agreement. Seller services covenants to safeguard such Servicing Records (if any are in Seller’s possession) and to deliver them promptly to Buyer or its designee (including the Mortgage LoansCustodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 and any terms in the applicable Servicing Agreements approved by Buyer (i) in the case of a Facility Event of Default, sell its rights to any or all of the Purchased Loans (or in the case of a Transaction Event of Default, sell its rights to the affected Purchased Loan(s)) on a servicing released basis or (ii) in the case of a Facility Event of Default, terminate any Servicer or sub-servicer of any or all of the Purchased Loans (or in the case of a Transaction Event of Default, terminate the Servicer and sub-servicer, if any, for the affected Purchased Loan(s)), with or without cause, in each case without payment of any termination fee. Seller shall cause each Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service such Purchased Loans to the successor servicer, including requiring such Servicer to (i) promptly transfer all data in its possession relating to the applicable Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Purchased Loan File and all other files, records, correspondence and documents in its possession relating to the applicable Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof and the Servicing Agreement, Buyer will be irreparably harmed and entitled to injunctive relief. (d) The payment of servicing fees shall be entitled subordinate to payment of amounts outstanding under any Transaction and this Agreement, other than the payment of Qualified Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing AgreementExpenses.

Appears in 1 contract

Samples: Master Repurchase Agreement (LoanCore Realty Trust, Inc.)

Servicing. The a. Sellers, on Buyer's behalf, shall contract with Servicer to, or if any Seller has represented to is the Purchaser that certain of Servicer, such Seller shall, service the Mortgage Loans are being serviced consistent with the degree of skill and care that each Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. x. Xxxxxxx shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. x. Xxxxxxx shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receipt; provided, however, that any amounts required to be remitted to Buyer shall be deposited in the Collection Account on or prior to the day on which such remittance is to occur. d. Upon Buyer's request, Sellers shall provide promptly to Buyer a Servicer Notice addressed to and agreed to by the SellerServicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer's interest in its capacity as servicer such Purchased Mortgage Loans and the Servicer's agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1Agreement, 1996 between Salomon Brothers Realty Corp. and Buyer shall have the Seller, and that such Mortgage Loans are not subject right to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between immediately terminate the Seller and Servicer's right to service the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Sellers and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Sellers should discover that, for any reason whatsoever, Sellers or any entity responsible to Sellers for managing or servicing any such servicing agreement and, accordingly, that neither Purchased Mortgage Loan has failed to perform fully Sellers' obligations under the Purchaser nor Program Agreements or any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, obligations of such servicing from any such servicer entities with respect to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Purchased Mortgage Loans, the Seller Sellers shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreementpromptly notify Buyer.

Appears in 1 contract

Samples: Master Repurchase Agreement (MortgageIT Holdings, Inc.)

Servicing. The a. Seller, on Buyer’s behalf, shall contract with Servicer to, or if Seller has represented to is the Purchaser that certain of Servicer, Seller shall, interim service the Mortgage Loans are being consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. b. Seller shall, or shall cause the Servicer to, hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in segregated trust accounts, separate and apart from any of Seller’s corporate funds, and shall apply the same for the purposes for which such funds were collected. c. Seller shall, or shall cause the Servicer to, deposit all Income, excluding any prepayments in full as set forth in Section 7(d), received by Servicer on the Purchased Assets in the Collection Account no later than the fifth (5th) Business Day following receipt; provided, however, that any amounts required to be remitted to Buyer shall be deposited in the Collection Account on or prior to the day on which such remittance is to occur. Any such amounts deposited in the Collection Account shall then be remitted to the Settlement Account on a monthly basis, on the fifth (5th) calendar day (or next succeeding Business Day in the event that any such calendar day is not a Business Day), and on any other day Buyer directs such a transfer in its discretion. d. If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by the a servicer other than Seller, or if the servicing of any Purchased Mortgage Loan is to be transferred from Seller to a Servicer other than Seller, Seller shall, prior to such Purchase Date or servicing transfer date, as applicable, provide to Buyer the related Servicing Agreement and a servicer notice or letter agreement, executed by Buyer, Seller and such Servicer (each, a “Servicer Side Letter”), in its capacity as servicer form and substance substantially similar to Exhibit F hereto. e. The Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans under the Mortgage Loan Purchase and Servicing Agreement dated as without payment of September 1any penalty or termination fee, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that Servicer shall cooperate in transferring the servicing and all Records of the Purchased Mortgage Loans are to be delivered free and clear of a successor servicer appointed by Buyer in its discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither Purchased Mortgage Loan has failed to perform fully Seller’s obligations under the Purchaser nor Program Agreements or any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, obligations of such servicing from any such servicer entities with respect to the Master Purchased Mortgage Loans, Seller shall promptly notify Buyer and promptly remedy any non-compliance. g. The Servicer. The ’s rights and obligations to interim service the Purchased Mortgage Loans shall be serviced terminate on the twentieth (20th) day of each calendar month (and if such day is not a Business Day, the next succeeding Business Day), unless otherwise directed in writing by the SellerBuyer prior to such date. For purposes of this provision, notice provided by electronic mail shall constitute written notice. Upon termination, the Servicer shall transfer servicing, including, without limitation, delivery of all servicing files to the designee of the Buyer. The Servicer’s delivery of servicing files shall be in its capacity as Master Serviceraccordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After the servicing terminates and until the servicing transfer date, the Servicer shall service the Purchased Mortgage Loans in accordance with the terms of this Agreement and for the Pooling and benefit of the Buyer. h. If Seller at any time uses or intends to use, as applicable, an independent third party subservicer to fulfill its obligations as Servicer hereunder, Seller shall, prior to the related Purchase Date or servicing transfer date, as applicable, (i) provide Buyer with the related Servicing Agreement. For so long as the Seller services the Agreement pursuant to which such subservicer shall service such Mortgage Loans, which Servicing Agreement shall be acceptable to Buyer in all respects, (ii) obtain Buyer’s prior written consent to the use of such subservicer in the performance of such servicing duties and obligations, which consent may be withheld in Buyer’s sole discretion and (iii) provide Buyer with a fully executed Servicer Side Letter with respect to such subservicer. In no event shall Seller’s use of a subservicer relieve Seller of its obligations hereunder, and Seller shall be entitled remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly, i. Seller hereby agrees and acknowledges, and shall cause any third-party subservicer to agree and acknowledge, that Buyer or its designees shall have the right to conduct examinations and audits of the Servicer with respect to the Servicing Fee and such other payments as provided for under the terms servicing of the Pooling Purchased Mortgage Loans. Buyer shall also have the right to obtain copies of all Records and Servicing Agreementfiles of the Servicer relating to the Purchased Assets, including all documents relating to the Purchased Mortgage Loans and the servicing thereof.

Appears in 1 contract

Samples: Master Repurchase Agreement (Home Point Capital Inc.)

Servicing. The (a) Seller has represented covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced by to be maintained in conformity with accepted and prudent servicing practices in the Sellerindustry for the same type of mortgage loans as the Mortgage Loans, and according to Accepted Servicing Practices. Seller shall strictly enforce, on behalf of Buyer, the terms and provisions of each Servicing Agreement against the related Servicer (including Custodian if it becomes a successor Servicer). Seller shall give prompt notice to Buyer and Custodian of the occurrence of a Servicer default under the related Servicing Agreement, and shall seek the consent of Buyer before exercising any remedies under the related Servicing Agreement with respect to such default. (b) Seller (i) shall, in its capacity as servicer under accordance with Section (3)(b)(3)(E), provide a copy of each Servicing Agreement to Buyer and shall provide a Servicer Notice to Buyer substantially in the form of Exhibit V hereto, fully executed by Seller and Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer's successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and Loans. Seller agrees that no Person shall assume the Seller, and that such Mortgage Loans are not subject servicing obligations with respect to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are as successor to be delivered free and clear Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (c) After the Purchase Date, until the repurchase of any servicing agreements. The SellerMortgage Loan, without reimbursement from Seller will have no right to modify or alter the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, terms of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, Loan other than in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreement. (d) The Mortgage Loans shall be serviced on a "scheduled/scheduled" basis (i.e., Servicer shall advance delinquent interest and principal), and the base servicing fee for the Purchased Assets, on a weighted average basis, as of the Initial Purchase Date for such Mortgage Loans shall not be less than the following, unless consented to by Custodian and Buyer prior to the inclusion of such Mortgage Loans in the Facility: (i) for Mortgage Loans with Outstanding Principal Balances not conforming to the maximum loan limits of Xxxxxx Mae or Xxxxxxx Mac's guidelines, 12.5 basis points (0.125%) per annum, (ii) for Mortgage Loans with Outstanding Principal Balances conforming to the maximum loan limits of Xxxxxx Mae and Xxxxxxx Mac's guidelines, 25 basis points (0.25%) per annum.

Appears in 1 contract

Samples: Master Repurchase Agreement (Hanover Capital Mortgage Holdings Inc)

Servicing. (a) The parties hereto agree and acknowledge that the Purchased Assets are sold to Purchaser on a “servicing released” basis and Purchaser is the sole owner of all Servicing Rights so long as the Purchased Assets are subject to this Agreement. Notwithstanding the foregoing, Seller has represented shall be granted a revocable license (which license shall automatically be revoked (i) every thirty (30) days unless Purchaser provides written notice to Seller that such license is extended for another thirty (30) days, which notice, if given, shall be included in the Purchaser that certain monthly remittance notice delivered to Account Bank and Servicer, or (ii) upon the occurrence of an Event of Default) to cause Servicer to service the Mortgage Loans are being serviced by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the SellerPurchased Assets, and that such Mortgage Loans are not subject Seller shall, at Seller’s sole cost and expense, cause the Servicer to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between servicer the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, Purchased Assets in accordance with the terms Servicing Agreement and this Article 27 and for the benefit of Purchaser. Notwithstanding the foregoing, Seller shall not take any Significant Modification of any Purchased Asset without first having given prior notice thereof to Purchaser in each such instance and receiving the prior written consent of Purchaser. (b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Pooling Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 27(c), (ii) Purchaser not extending Seller’s revocable licenses in accordance with Article 27(a) or (iii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. Seller agrees to cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the affected Purchased Assets to another Servicer designated by Purchaser as expeditiously as possible. (c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of a default by the Servicer under the Servicing Agreement, with respect to the Purchased Assets or Servicer Letter (as applicable) in each case, beyond applicable notice and cure periods, or (ii) during the continuance of an Event of Default, without payment of any penalty or termination fee. (d) Except as expressly permitted under the Servicing Agreement, Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Purchaser, which approval shall not be unreasonably withheld conditioned or delayed. For If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the servicing agreements with such sub-servicer to Purchaser. (e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. Seller shall cause Servicer (at the request of Purchaser) and any sub-servicers engaged by Seller to execute a letter agreement with Purchaser substantially in the form attached as Exhibit IX hereto (a “Servicer Letter”) acknowledging Purchaser’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Asset to the Collection Account in accordance with Article 5(e) or as otherwise directed by Purchaser in accordance with the Servicer Letter. (f) Seller agrees that Purchaser is the owner of all servicing records relating to the Purchased Assets, including but not limited to the Servicing Agreement, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller services covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Purchaser or its designee (including the Mortgage Loans, the Seller Custodian) at Purchaser’s request. (g) The payment of servicing fees shall be entitled to solely the Servicing Fee and such other payments as provided for under the terms responsibility of the Pooling and Servicing AgreementSeller.

Appears in 1 contract

Samples: Master Repurchase Agreement (Granite Point Mortgage Trust Inc.)

Servicing. (a) The Seller has represented Borrower covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced to be maintained in conformity with accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by the Seller, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties Borrower. (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to be delivered free any and clear of any all servicing agreements. The Seller, without reimbursement from files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Purchaserservicing of Mortgage Loans (the "Servicing Records"), shall pay any and (ii) the Borrower grants the Lender a security interest in all servicing fees or penalties required by any servicer for releasing and rights relating to the Mortgage Loans from any such servicing agreement (it being understood that neither and all Servicing Records to secure the Purchaser nor any affiliate obligation of the Purchaser is servicing Borrower or its designee to service in conformity with this Section and any other obligation of the Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans under any such are serviced by a third party servicer (the "Servicer"), the Borrower (i) shall provide a copy of the servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans Lender, which shall be serviced by in form and substance acceptable to the Seller, in its capacity as Master Servicer, in accordance with Lender (the terms of the Pooling and "Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller "); (ii) shall be entitled provide a Servicer Notice to the Servicing Fee and such other payments as provided for under Servicer substantially in the terms form of the Pooling and Servicing Agreement.Exhibit G hereto, and

Appears in 1 contract

Samples: Master Loan and Security Agreement (Allied Capital Corp)

Servicing. The (a) As a condition of purchasing a Mortgage Loan, Buyer may require Seller has represented to service such Mortgage Loan as agent for Buyer for a term of thirty (30) days (the Purchaser “Servicing Term”). If the Servicing Term expires with respect to any Purchased Mortgage Loan for any reason other than such Purchased Mortgage Loan no longer being subject to a Transaction hereunder, then upon written agreement of Buyer, Seller shall continue to service the Purchased Mortgage Loan for an additional thirty (30) days. Each thirty (30) day extension period shall automatically expire without notice unless Buyer agrees in writing to any additional thirty (30) day extension period(s). Seller shall service the Purchased Mortgage Loans in accordance with prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and in accordance with all applicable requirements of the Agencies, Requirement of Law, the provisions of any applicable servicing agreement, and the requirements of any applicable Takeout Commitment and the Approved Investor, so that certain the eligibility of the Mortgage Loans are being Loan for purchase under such Takeout Commitment is not voided or reduced by such servicing and administration. (b) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller (a “Subservicer”), or if the Sellerservicing of any Mortgage Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer prior to such Purchase Date or servicing transfer date, as applicable. Each such Servicing Agreement shall be in its capacity as servicer under form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Mortgage Loan Purchase and Servicing Agreement dated as Loans, which consent may be withheld in Buyer’s sole discretion. In no event shall Seller’s use of September 1, 1996 between Salomon Brothers Realty Corp. and the Sellera Subservicer relieve Seller of its obligations hereunder, and that Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans are not subject directly. (c) Seller shall transfer actual servicing of each Purchased Mortgage Loan, together with all of the related Records in its possession, to Buyer’s designee and designate Buyer’s designee as the servicer in the MERS System upon the earliest of (i) the occurrence of a Default or Event of Default hereunder, (ii) the termination of Seller as interim servicer by Buyer pursuant to this Agreement, (iii) the expiration (and non-renewal) of the Servicing Term, or (iv) transfer of servicing to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller entity approved by Buyer and the Purchaser that assumption thereof by such entity. Buyer shall have the Mortgage Loans are right to be delivered free and clear terminate Seller as interim servicer of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser Purchased Mortgage Loans, which right shall be exercisable at any time in Buyer’s sole discretion, upon written notice. Seller’s transfer of the Records and servicing under this Section shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”). (d) During the period Seller is servicing the Purchased Mortgage Loans under any such servicing agreement andas agent for Buyer, accordingly, Seller agrees that neither Buyer is the Purchaser nor any affiliate owner of the Purchaser is entitled related Credit Files and Records and Seller shall at all times maintain and safeguard and cause the Subservicer to receive any fee maintain and safeguard the Credit File for releasing the Purchased Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as (including photocopies or images of the Cut-off Datedocuments delivered to Buyer), of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicerand, in accordance with customary standards in the terms industry, accurate and complete records of its servicing of the Pooling Purchased Mortgage Loan; Seller’s possession of the Credit Files and Records being for the sole purpose of servicing such Purchased Mortgage Loan and such retention and possession by Seller being in a custodial capacity only. (e) Within fifteen (15) days after the end of each month, Seller shall deliver to Buyer reports, in a mutually agreed upon format, regarding the status of any Purchased Mortgage Loan being serviced by Seller, which reports shall include, but shall not be limited to, a description of any default thereunder for more than thirty (30) days or such other circumstances that could cause a material adverse effect on such Purchased Mortgage Loan, Buyer’s title to such Purchased Mortgage Loan or the collateral securing such Purchased Mortgage Loan; Seller may be required to deliver such reports until the repurchase of the Purchased Mortgage Loan by Seller. Seller shall provide commercially reasonable notice to Buyer if it becomes aware of any payment default that occurs under the Purchased Mortgage Loan or any default under any Servicing AgreementAgreement that would materially and adversely affect any Purchased Mortgage Loan subject thereto. For so long Within thirty (30) days after the end of each calendar quarter, Seller shall deliver to Buyer a report regarding valuation of the Servicing Rights. (f) Seller shall release its custody of the contents of any Credit File or Mortgage File only (i) in accordance with the written instructions of Buyer, (ii) upon the consent of Buyer, which consent, prior to the occurrence of an Event of Default, shall not be unreasonably withheld, when such release is required as incidental to Seller’s servicing of the Seller services Purchased Mortgage Loan, is required to complete the Takeout Commitment or comply with the Takeout Commitment requirements, or (iii) as required by any applicable Requirement of Law. (g) Buyer reserves the right to appoint a successor servicer at any time to service any Purchased Mortgage LoansLoan (each a “Successor Servicer”) in its sole discretion. If Buyer elects to make such an appointment due to a Default or Event of Default, the Seller shall be entitled assessed all costs and expenses incurred by Buyer associated with transferring the servicing of the Purchased Mortgage Loans to the Servicing Fee Successor Servicer. In the event of such an appointment, Seller shall perform all acts and such other payments as provided for under the terms take all action so that any part of the Pooling Credit File and Servicing Agreementrelated Records held by Seller, together with all funds in the Custodial Account and other receipts relating to such Purchased Mortgage Loan, are promptly delivered to Successor Servicer, and shall otherwise reasonably cooperate with Buyer in effectuating such transfer. Seller shall have no claim for lost servicing income, lost profits or other damages if Buyer appoints a Successor Servicer hereunder and the servicing fee is reduced or eliminated. (h) For the avoidance of doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans provided that Seller shall continue to service the Purchased Mortgage Loans hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Buyer on a “servicing released” basis.

Appears in 1 contract

Samples: Master Repurchase Agreement (Walter Investment Management Corp)

Servicing. (a) The Seller has represented covenants to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the Buyer and the assumption thereof by such entity. (b) During the period any Seller is servicing the Purchased Loans, (i) the Sellers agree that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) the Sellers grant the Buyer a security interest in all servicing fees and rights relating to the Purchaser that certain Purchased Loans and all Servicing Records to secure the obligation of the Mortgage Loans are being serviced by the Seller, Sellers or its designee to service in its capacity as servicer under the Mortgage Loan Purchase conformity with this Section 43 and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties obligation of Sellers to the Buyer. The Sellers covenant to safeguard such Servicing Records and to deliver them promptly to the Buyer or its designee (other than SubServicing Agreements with Advanta Mortgage Corp. USA)including the Custodian) at the Buyer’s request. It is understood and agreed between by the Seller and parties that prior to an Event of Default, the Purchaser that Sellers shall retain the Mortgage servicing fees with respect to the Purchased Loans. (c) If the Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required serviced by any other third party servicer for releasing (such third party servicer, the Mortgage Loans from any such “Subservicer”) the Sellers shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Buyer at least three (it being understood that neither 3) Business Days prior to the Purchaser nor any affiliate of applicable Purchase Date or the Purchaser is servicing date on which the Mortgage Loans under any such servicing agreement andSubservicer shall begin subservicing the Loans, accordingly, that neither which shall be in the Purchaser nor any affiliate of form and substance acceptable to Buyer (the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement“Servicing Agreement”) and shall arrange for have obtained the orderly transfer, as written consent of the Cut-off DateBuyer for such Subservicer to subservice the Loans. Initially, the Subservicer shall be Aames Funding. (d) The Sellers agree that upon the occurrence of an Event of Default, the Buyer may terminate the Sellers in their capacity as servicer and terminate any Servicing Agreement and Sellers shall transfer such servicing from any such servicer to the Master ServicerBuyer or its designee, at no cost or expense to the Buyer. The Mortgage In addition, the Sellers shall provide to the Buyer an Instruction Letter from the Sellers to the effect that upon the occurrence of an Event of Default, the Buyer may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Loans shall be serviced by the Seller, in its capacity as Master Servicer, remitted in accordance with the terms Buyer’s instructions. The Sellers agree to cooperate with the Buyer in connection with the transfer of servicing. (e) After the Pooling and Servicing Agreement. For so long as Purchase Date, until the Seller services the Mortgage LoansRepurchase Date, the Seller shall be entitled Sellers will have no right to the Servicing Fee and such other payments as provided for under modify or alter the terms of the Pooling Loan or consent to the modification or alteration of the terms of any Loan, and Servicing the Sellers will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement. (f) The Sellers shall permit the Buyer to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Sellers or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Sellers, the Sellers shall use their best efforts to enable the Buyer to inspect the servicing facilities of such Subservicer.

Appears in 1 contract

Samples: Master Repurchase Agreement (Aames Investment Corp)

Servicing. (a) The Conforming Loans, USAA Loans, Jumbo A Credit A Loans and other Purchased Loans sold by Seller has represented to Buyer hereunder from time to time are sold on a servicing released basis. During the related Interim Servicing Period, the Seller shall service the Purchased Loans for the benefit of or on behalf of Buyer, provided, however, that the obligation 69 of Seller to service any such Purchased Loan for the benefit of or on behalf of Buyer as aforesaid shall cease upon the payment to Buyer of the Repurchase Price thereof. Seller covenants to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices. In the event that any of the Loans included on the Loan Schedule for a particular Purchase Date are Additional Collateral Mortgage Loans, such Additional Collateral Mortgage Loans will be serviced in accordance with clause (g) of this Section 43. In the event that this Agreement is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of: (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) forty-five (45) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. (b) During the period Seller is servicing the Purchased Loans, (i) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) Seller hereby grants Buyer a security interest in all Servicing Rights relating to the Purchaser that certain Purchased Loans, including the Additional Collateral Mortgage Loans, and all Servicing Records and any and all proceeds of any or all of the Mortgage Loans are being serviced by foregoing (collectively, the Seller“Servicing Collateral”), in each case whether now owned or existing or hereafter acquired or arising and wherever located, to secure the obligations of Seller or its capacity as servicer under the Mortgage Loan Purchase designee in conformity with this Section 43 and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties obligation of Seller to Buyer. At all times during the term of this Agreement, Seller covenants to hold such Servicing Records in trust for Buyer and safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (other than SubServicing Agreements with Advanta Mortgage Corp. USA)including the Custodian) at Buyer’s request or as otherwise required by this Agreement. It is understood and agreed between by the parties that prior to an Event of Default, Seller shall retain the servicing fees with respect to the Purchased Loans. With respect to the Servicing Rights for each Purchased Loan, Seller shall deliver such Servicing Rights to Buyer or such other successor servicer as may be designated by Buyer on the Servicing Transfer Date. With respect to the Servicing Records and the physical and contractual servicing of the Purchased Loans relating to any Transaction, Seller shall deliver or cause the related Servicer or Subservicer to deliver, such Servicing Records and, to the extent applicable, physical servicing to the designee of Buyer, on the Servicing Transfer Date (the “Servicing Delivery Requirement”), unless otherwise stated in writing by Buyer. Notwithstanding the foregoing, the Interim Servicing Period will be deemed automatically reinstated on each Purchase Date for such Purchased Loan that is subject to a new Transaction (and such Servicing Delivery Requirement shall be deemed restated) and a new 45-day Interim Servicing Period will be deemed to commence for such Purchased Loan as of such Purchase Date in the absence of directions to the contrary from the Buyer. Further, the Servicing Delivery Requirement will no longer apply to any Purchased Loan that is repurchased in full by the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms provisions of this Agreement and is no longer subject to a Transaction. If the Pooling and Interim Servicing Agreement. For so long as the Seller services the Mortgage LoansPeriod is not renewed by Buyer, the Seller shall be entitled terminated in its servicing capacity and Seller shall transfer such servicing in accordance with Section 43(d) below. Seller’s transfer of the Servicing Rights, the Servicing Records and the physical and contractual servicing under this Section shall be in accordance with customary standards in the industry and 70 such transfer shall include the transfer of the gross amount of escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”). (c) If the Loans are serviced by any other third party servicer (such third party servicer, the “Subservicer”) Seller shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to Buyer at least three (3) Business Days prior to the applicable Purchase Date or the date on which the Subservicer shall begin subservicing the Loans which shall be in the form and substance acceptable to Buyer (the “Servicing Fee Agreement”) and shall have obtained the written consent of Buyer for such Subservicer to subservice the Loans. (d) Buyer may, in its sole discretion if a Default or an Event of Default shall have occurred and be continuing, (i) sell the Purchased Loans without payment of any termination fee or any other payments amount to Seller and (ii) sell on a servicing released basis any Purchased Loans being serviced by a Subservicer (approved pursuant to Section 43(c)) without payment of any termination fee or any other amount to Seller but subject to the rights of such Subservicer. Buyer agrees not to direct or otherwise contact any such Subservicer absent a determination in good faith by Buyer that a Default or an Event of Default has occurred and is continuing. Unless a Default or an Event of Default shall have occurred and be continuing Buyer shall not exercise or attempt to exercise any such servicing rights, including contacting Mortgagors or Subservicers or taking possession of the related Servicing Records, or exercise Sellers’ rights with respect to the Purchased Loans under the related servicing agreement. Upon the termination of Seller as Servicer of the Purchased Loans pursuant to Sections 43(b), this Section 43(d) or as otherwise provided for under hereunder, Seller shall transfer such servicing with respect to such Purchased Loans to Buyer or any successor Servicer designated by Buyer, at no cost or expense to Buyer. In addition, Seller shall provide to Buyer an Instruction Letter from Seller to the effect that upon the occurrence of an Event of Default, Buyer may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Loans be remitted in accordance with Buyer’s instructions. Seller agrees to cooperate with Buyer in connection with the transfer of servicing. (e) After the Purchase Date, until the Repurchase Date, Seller will have no right to modify or alter the terms of the Pooling Loan or consent to the modification or alteration of the terms of any Loan, and Servicing Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement.

Appears in 1 contract

Samples: Master Repurchase Agreement

Servicing. The Seller has represented (a) Each of NCCC and NCMC covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced by to be maintained in conformity with accepted and prudent servicing practices in the Seller, in its capacity industry for the same type of mortgage loans as servicer under the Mortgage Loan Purchase Loans and Servicing in a manner at least equal in quality to the servicing Seller provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which this Agreement dated as terminates or (iii) the transfer of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties approved by Buyer. (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that b) If the Mortgage Loans are serviced by Seller, Seller agrees that Buyer is the owner of all servicing records, including but not limited to be delivered free any and clear of any all servicing agreements. The Seller, without reimbursement from files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Purchaser, shall pay any fees or penalties required by any servicer for releasing servicing of the Mortgage Loans from any (the "Servicing --------- Records"). Seller covenants to safeguard such Servicing ------- Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer's request. (c) If the Mortgage Loans are serviced by a person other than Seller (such third party the "Servicer"), Seller (i) shall, in -------- accordance with Section (3)(b)(7), provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the "Servicing Agreement"), and ------------------- shall provide a Servicer Notice to the Buyer substantially in the form of Exhibit VIII hereto, fully executed by Seller and ------------ the Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer's successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Seller agrees that no Person shall assume the servicing obligations with respect to the Mortgage Loans as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) If the servicer of the Mortgage Loans is Seller, upon the occurrence of an Event of Default, Buyer shall have the right to terminate the Seller as servicer of the Mortgage Loans and transfer servicing to its designee, at no cost or expense to Buyer, at any time thereafter. If the servicer of the Mortgage Loans is not Seller, Buyer shall have the right, as contemplated in the applicable Servicer Notice, upon the occurrence of an Event of Default, to terminate any applicable Servicing Agreement and transfer servicing to its designee, at no cost or expense to Buyer, it being understood agreed that neither Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the Purchaser nor transfer of servicing to the designee of Buyer. (e) After the Purchase Date, until the repurchase of any affiliate Mortgage Loan, Seller will have no right to modify or alter the terms of such Mortgage Loan and Seller will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, in each case except as provided in the Purchaser Custodial and Disbursement Agreement. (f) In the event Seller or its Affiliate is servicing the Mortgage Loans under any such Loans, Seller shall permit Buyer to inspect Seller's or its Affiliate's servicing agreement andfacilities, accordinglyas the case may be, for the purpose of satisfying Buyer that neither Seller or its Affiliate, as the Purchaser nor any affiliate of case may be, has the Purchaser is entitled ability to receive any fee for releasing service the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing in this Agreement.

Appears in 1 contract

Samples: Master Repurchase Agreement (New Century Financial Corp)

Servicing. The a. Seller has represented covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced by the SellerPurchased Assets to be maintained in conformity with Accepted Servicing Practices; provided, that if any Purchased Asset becomes a Specially Serviced Purchased Asset, Seller acknowledges and agrees that Buyer, in its capacity as servicer under the Mortgage Loan Purchase sole discretion and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the without any consent or consultation from Seller, has the right to consent to the appointment of any Special Servicer that is not (i) a special servicer set forth on Schedule 6 hereto and (ii) on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer. b. If the Purchased Assets are serviced by Seller, Seller agrees that such Mortgage Loans are Buyer is the owner of all servicing records, including but not subject limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing agreements with third parties of the Purchased Assets (other than SubServicing Agreements with Advanta Mortgage Corp. USAthe “Servicing Records”). It is understood Seller covenants to safeguard such Servicing Records and agreed between to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. c. If the Seller and the Purchaser that the Mortgage Loans Purchased Assets are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Sellera Third Party Servicer, in its capacity as Master ServicerSeller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the servicing agreement to Buyer, which shall be in form and substance reasonably acceptable to Buyer (the “Servicing Agreement”), and shall provide a Servicer Notice to Buyer substantially in the form of Exhibit F hereto, fully executed by Seller and the applicable Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer’s successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Purchased Assets. Seller agrees that no Person shall assume the servicing obligations with respect to the Purchased Assets as successor to the applicable Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. Each such servicing contract shall terminate automatically upon the earliest of (i) the date on which this Agreement terminates or (ii) the transfer of servicing approved by Buyer. d. If the servicer of the Purchased Assets is Seller, upon the occurrence of an Event of Default, Buyer shall have the right to terminate Seller as servicer of the Purchased Assets and transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, at any time thereafter. If a Servicer of the Purchased Assets is not Seller, Buyer shall have the right, as contemplated in the applicable Servicer Notice, upon the occurrence of an Event of Default, to terminate any applicable Servicing Agreement and transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the transfer of servicing to Buyer’s designated Servicer, as well as any servicing fees and expenses payable to such Servicer. e. After the Purchase Date, until the repurchase of any Purchased Asset, Seller shall have the right to modify or alter the terms of such Purchased Asset in accordance with Accepted Servicing Practices. f. In the Pooling and Servicing Agreement. For so long event Seller or its Affiliate is servicing the Purchased Assets, Seller shall permit Buyer, upon two (2) Business Day’s notice, during normal business hours, to inspect Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller services or its Affiliate, as the Mortgage Loanscase may be, has the Seller shall be entitled ability to service the Servicing Fee and such other payments Purchased Assets as provided for under the terms of the Pooling and Servicing in this Agreement.

Appears in 1 contract

Samples: Master Repurchase Agreement (Ny Credit Corp.)

Servicing. The Seller has represented With respect to Eligible Assets which are Mortgage Loans: (a) Each Borrower covenants to maintain or cause the Purchaser that certain servicing of the Mortgage Loans are being serviced by to be maintained in conformity with accepted customary and prudent servicing practices in the Seller, in its capacity industry for the same type of mortgage loans as servicer under the Mortgage Loan Purchase Loans and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and in a manner at least equal in quality to the Seller, and that such servicing the Borrowers or the Borrowers' designee provides for Mortgage Loans are not subject to any other servicing agreements with third parties which they own (other than SubServicing Agreements with Advanta Mortgage Corp. USA"Accepted Servicing Practices"). It In the event that the preceding language is understood and agreed between interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the Seller and earlier of (i) an Event of Default, or (ii) the Purchaser that Termination Date. (b) If the Mortgage Loans are serviced by either Borrower, such Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to be delivered free any and clear of any all servicing agreements. The Seller, without reimbursement from files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Purchaserservicing of Mortgage Loans (the "Servicing Records"), shall pay any fees or penalties required by any servicer for releasing and (ii) such Borrower grants the Lender a security interest in all of such Borrower's rights relating to the Mortgage Loans from and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such servicing agreement Borrower to the Lender. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (it being understood that neither including the Purchaser nor any affiliate of Mortgage Custodian) at the Purchaser is servicing Lender's request. (c) If the Mortgage Loans under any or Underlying Mortgage Loans are serviced by a third party servicer, (such third party servicer, the "Subservicer"), the Borrowers shall provide a copy of the servicing agreement andto the Lender at least three (3) Business Days prior to the applicable Funding Date, accordinglywhich shall be in form and substance acceptable to the Lender (the "Servicing Agreement"). (d) Each Borrower shall provide to the Lender a letter from such Borrower or any Subservicer which is an Affiliate of such Borrower (which may be part of the Instruction Letter), as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement and transfer servicing to its designee, at no cost or expense to the Lender, it being agreed that the Borrowers will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Mortgage Custodian, the Borrowers will have no right to modify or alter the terms of such Mortgage Loan except with the prior written consent of the Lender, and the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Mortgage Custodial Agreement; provided, that neither the Purchaser nor any affiliate Borrowers may enter into forbearance agreements or plans with Mortgagors consistent with its collection activities as servicer of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from and in conformity with Accepted Servicing Practices. (f) The Borrowers shall permit the Lender to inspect the servicing facilities of the Borrowers, their Affiliates, or any such servicing agreement) and shall arrange Subservicer which is its Affiliate of a Borrower as the case may -66- 72 be, for the orderly transferpurpose of satisfying the Lender that the Borrowers, an Affiliate, or such Subservicer, as of the Cut-off Datecase may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. With respect to any Subservicer which is not an Affiliate, the Borrowers shall use their best efforts to enable the Lender to inspect the servicing facilities of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing AgreementSubservicer.

Appears in 1 contract

Samples: Master Loan and Security Agreement (Hanover Capital Mortgage Holdings Inc)

Servicing. (a) The Seller has represented Borrower covenants to maintain or cause the servicing of the Franchise Loans to be maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of Franchise Loans as the Franchise Loans and in a manner at least equal in quality to the Purchaser servicing the Borrower provides for Franchise Loans which it owns ("Accepted Servicing Practices"). In the event that certain the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earlier of (i) an Event of Default, or (ii) the Termination Date. (b) The Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Franchise Loans (the "Servicing Records"), and (ii) the Borrower grants the Lender a security interest in all of the Mortgage Borrower's rights relating to the Franchise Loans are being serviced and all Servicing Records to secure the obligation of the Borrower or its designee to service in conformity with this Section and any other obligation of the Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) After the Funding Date, until the pledge of any Franchise Loan is relinquished by the SellerCustodian, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject Borrower will have no right to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees modify or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with alter the terms of such Franchise Loan Documents except with the Pooling prior written consent of the Lender, and the Borrower will have no obligation or right to repossess such Franchise Loan or substitute another Franchise Loan, except as provided in the Custodial Agreement; provided, that the Borrower may enter into forbearance agreements or plans with Obligors consistent with its collection activities as servicer of the Franchise Loans and in conformity with Accepted Servicing Agreement. For so long Practices. (d) The Borrower shall permit the Lender to inspect the Borrower's or its Affiliate's servicing facilities, as the Seller services case may be, for the Mortgage Loanspurpose of satisfying the Lender that the Borrower or its Affiliate, as the Seller shall be entitled case may be, has the ability to service the Servicing Fee and such other payments Franchise Loans as provided for under the terms of the Pooling and Servicing in this Loan Agreement.

Appears in 1 contract

Samples: Amendment (CNL American Properties Fund Inc)

Servicing. The (a) Notwithstanding the purchase and sale of the Purchased Mortgage Loans hereby, Seller has represented shall continue to service the Purchased Mortgage Loans for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Mortgage Loan prior to the Purchaser that certain of the Mortgage Loans are being serviced by the Sellerrelated Repurchase Date pursuant to Section 8, in its capacity as servicer under the Mortgage Loan Purchase and Servicing Agreement dated as of September 1Buyer's assigns; provided, 1996 between Salomon Brothers Realty Corp. and the Sellerhowever, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are obligations of Seller to be delivered free and clear of any servicing agreements. The Seller, without reimbursement from service the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither the Purchaser nor any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, of such servicing from any such servicer to the Master Servicer. The Purchased Mortgage Loans shall be serviced cease upon the payment by Seller to Buyer of the Seller, in its capacity as Master Servicer, Repurchase Price therefor. Seller shall service the Purchased Mortgage Loans in accordance with the terms servicing standards maintained by other prudent mortgage lenders with respect to mortgage loans similar to the Purchased Mortgage Loans. (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Mortgage Loans (the "Servicing Records"). Seller grants Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Pooling Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to, and will cause each servicer and subservicer to, segregate such Servicing Agreement. For so long as Records from any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans which are not Purchased Mortgage Loans and to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's request. (c) Upon the occurrence and continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Mortgage Loans on a servicing released basis or (ii) terminate the Seller services as servicer of the Purchased Mortgage LoansLoans with or without cause, the in each case without payment of any termination fee. (d) Seller shall be entitled not employ sub-servicers (other than an Affiliate of Seller) to service the Servicing Fee Purchased Mortgage Loans without the prior written approval of Buyer. (e) Seller shall cause any sub-servicer hereunder to execute a letter agreement with Buyer acknowledging Buyer's security interest and such other payments as provided for under agreeing that, upon notice from Buyer (or the terms Custodian on its behalf) that an Event of the Pooling Default has occurred and Servicing Agreement.in continuing hereunder, it

Appears in 1 contract

Samples: Master Repurchase Agreement (Aames Financial Corp/De)

Servicing. The a. Seller, on Buyer’s behalf, shall contract with Servicer to, or if Seller has represented to is the Purchaser that certain of Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it, as is proper and prudent in the mortgage servicing business, and in accordance with all applicable industry standards. The Servicer shall be required to (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(d) hereof. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. Seller shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than five (5) Business Days after receipt thereof; provided however that any amounts which are being serviced required to be remitted to Buyer shall be deposited in the Collection Account on or prior to the day on which such remittance is to occur. c. Seller shall provide promptly to Buyer (i) a letter addressed to and agreed to by the SellerServicer of the related Purchased Mortgage Loans, in its capacity form and substance reasonably satisfactory to Buyer, advising such Servicer of such matters as servicer Buyer may reasonably request, and/or (ii) a recognition agreement executed by the Servicer of the related Purchased Mortgage Loans, in form and substance reasonably satisfactory to Buyer, in which the Servicer recognizes the interest of Buyer and agrees to follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. d. Upon the occurrence of an event of default by Servicer under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loan Purchase and Loans under the Servicing Agreement dated as without payment of September 1, 1996 between Salomon Brothers Realty Corp. and the Seller, and that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than SubServicing Agreements with Advanta Mortgage Corp. USA)penalty or termination fee. It is understood and agreed between the Seller and the Purchaser that Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans are to be delivered free and clear of a successor servicer appointed by Buyer in its sole discretion. e. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for managing or servicing agreements. The Seller, without reimbursement from the Purchaser, shall pay any fees or penalties required by any servicer for releasing the Mortgage Loans from any such servicing agreement (it being understood that neither Purchased Mortgage Loan has failed to perform fully Seller’s obligations under the Purchaser nor Program Agreements or any affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement and, accordingly, that neither the Purchaser nor any affiliate of the Purchaser is entitled to receive any fee for releasing the Mortgage Loans from any such servicing agreement) and shall arrange for the orderly transfer, as of the Cut-off Date, obligations of such servicing from any such servicer entities with respect to the Master Servicer. The Mortgage Loans shall be serviced by the Seller, in its capacity as Master Servicer, in accordance with the terms of the Pooling and Servicing Agreement. For so long as the Seller services the Purchased Mortgage Loans, the Seller shall be entitled to the Servicing Fee and such other payments as provided for under the terms of the Pooling and Servicing Agreementpromptly notify Buyer.

Appears in 1 contract

Samples: Master Repurchase Agreement (WMC Finance Co)

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