Successor to the Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Section 8.03, 9.01 or 10.01(a)(ii), the Owner shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. The Company shall discharge its duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not relieve the Company named herein of its obligations under Section 3.03 or Section 8.01 (in the event a third party claim is filed during the period of time in which the Company is servicing the Mortgage Loans). Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. No termination of the Company or this Agreement shall affect any claims that the Owner may have against the Company arising prior to any such termination or resignation. The Company shall timely deliver to its successor the funds in the Custodial Account and the Escrow Account (less any amounts to which the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Owner of such appointment.
Appears in 13 contracts
Samples: Master Mortgage Loan Sale and Servicing Agreement (Structured Asset Securities Corp), Master Mortgage Loan Sale and Servicing Agreement (Structured Asset Sec Mort Pass Thru Cert Ser 2002-22h), Sale and Servicing Agreement (Structured Asset Securities Corp Mor Pas THR Cer Ser 2002-8a)
Successor to the Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Section 8.03Sections 4.13, 9.01 8.04, 9.01, 10.01 (ii) or 10.01(a)(ii(iii), the Owner Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it the Purchaser and such successor shall agree. The In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge its such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not in no event relieve the Company named herein of its obligations the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03 or Section and 8.01 (in the event a third party claim is filed during the period of time in which shall be applicable to the Company is servicing notwithstanding any such resignation or termination of the Mortgage Loans)Company, or the termination of this Agreement. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. No Any termination or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not affect any claims that the Owner Purchaser may have against the Company arising prior to any such termination or resignation. The Company shall timely promptly deliver to its the successor the funds in the Custodial Account and the Escrow Account (less any amounts to which and the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. The successor shall make arrangements as it may deem appropriate to reimburse the Company for unrecovered Servicing Advances which the successor retains hereunder and which would otherwise have been recovered by the Company pursuant to this Agreement but for the appointment of the successor servicer. Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Owner Purchaser of such appointment.
Appears in 12 contracts
Samples: Pooling and Servicing Agreement (Prime Mortgage Trust 2006-Cl1), Purchase, Warranties and Servicing Agreement (SACO I Trust 2006-5), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac5)
Successor to the Company. Prior to (a) Upon termination of the Company's responsibilities and duties under this Agreement pursuant to Section 8.03, 9.01 or 10.01(a)(ii)Agreement, the Owner shall (i) succeed to and assume all of directly service the Company's responsibilities, rights, duties and obligations Mortgage Loans under this Agreement, Agreement or (ii) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the successor.
(b) The Owner may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. The In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated, the Company shall discharge its such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not relieve the Company named herein of its obligations under Section 3.03 any representations, warranties, covenants or Section 8.01 (agreements made in connection herewith or affect the event a third party claim is filed during remedies available to the period of time in which the Company is servicing the Mortgage Loans). Any successor appointed as provided herein Owner hereunder, it being understood and agreed that such provisions shall execute, acknowledge and deliver be applicable to the Company and to the Owner an instrument accepting notwithstanding any such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities resignation or termination of the Company, with like effect as if originally named as a party to or the termination of this Agreement. No .
(c) Any termination or resignation of the Company or termination of this Agreement shall not affect any claims that the Owner may have against the Company arising due to any failure of the Company to comply with this Agreement prior to any such termination or resignation. .
(d) The Company, in a timely and reasonable manner (but in any event no later than two (2) Business Days after the effective date of any termination or permitted resignation of the Company or termination of this Agreement), shall timely deliver to its the successor (i) the funds in the Custodial Account Funds Accounts and Escrow Accounts and (ii) the Escrow Account (less any amounts to which the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files mortgage files and related documents documents, statements and statements computer files held by it hereunder hereunder, and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. Upon a successor's acceptance of appointment The successor shall make arrangements as such, it may deem appropriate to reimburse the Company shall notify by mail for amounts the Company actually expended pursuant to this Agreement that the successor is entitled to retain hereunder and that would otherwise have been reimbursable to the Company pursuant to this Agreement but for the appointment of the Owner of such appointmentor new servicer.
Appears in 4 contracts
Samples: Portfolio Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Portfolio Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Portfolio Servicing Agreement (Merrill Lynch Mort Invest Inc MLCC 2003-B Mort Ps THR Cert)
Successor to the Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Section 8.03Sections 4.13, 9.01 8.04, 9.01, 10.01 (ii) or 10.01(a)(ii)(iii) or 10.02, the Owner Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it the Purchaser and such successor shall agree. The In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge its such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The Company shall be compensated in accordance with this Agreement up until the effective date of its termination or resignation. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not in no event relieve the Company named herein of its obligations the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03 or Section and 8.01 (in the event a third party claim is filed during the period of time in which shall be applicable to the Company is servicing notwithstanding any such resignation or termination of the Mortgage Loans)Company, or the termination of this Agreement. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. No Any termination or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01, 10.01, or 10.02 shall not affect any claims that the Owner Purchaser may have against the Company arising prior to any such termination or resignation. The Company shall timely promptly deliver to its the successor the funds in the Custodial Account and the Escrow Account (less any amounts to which and the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. The successor shall make arrangements as it may deem appropriate to reimburse the Company for unrecovered Servicing Advances which the successor retains hereunder and which would otherwise have been recovered by the Company pursuant to this Agreement but for the appointment of the successor Company. Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Owner Purchaser of such appointment.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Prime Mortgage Trust 2006-1), Pooling and Servicing Agreement (Prime Mortgage Trust 2006-2), Purchase, Warranties and Servicing Agreement (Prime Mortgage Trust 2007-1)
Successor to the Company. Prior to termination of the Company's ’s responsibilities and duties under this Agreement pursuant to Section 8.03, 9.01 or 10.01(a)(ii), the Owner shall (i) succeed to and assume all of the Company's ’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's ’s responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. The Company shall discharge its duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not relieve the Company named herein of its obligations under Section 3.03 or Section 8.01 (in the event a third party claim is filed during the period of time in which the Company is servicing the Mortgage Loans). Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. No termination of the Company or this Agreement shall affect any claims that the Owner may have against the Company arising prior to any such termination or resignation. The Company shall timely deliver to its successor the funds in the Custodial Account and the Escrow Account (less any amounts to which the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. Upon a successor's ’s acceptance of appointment as such, the Company shall notify by mail the Owner of such appointment.
Appears in 3 contracts
Samples: Flow Sale and Servicing Agreement (GSR Mortgage Loan Trust 2007-4f), Flow Sale and Servicing Agreement (GSR Mortgage Loan Trust 2006-2f), Flow Sale and Servicing Agreement (GSR 2006-4f)
Successor to the Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Section 8.03Sections 9.04, 9.01 10.01 or 10.01(a)(ii)11.01, the Owner Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 9.02 hereof and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of the Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. The In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge its such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not in no event relieve the Company named herein of the representations and warranties made pursuant to Sections 3.01 and 3.02 or its obligations under Section 9.01 and the remedies available to the Purchaser under Section 3.03, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03 and 9.01 shall be applicable to the Company notwithstanding any such resignation or Section 8.01 (termination of the Company, or the termination of this Agreement. In addition, notwithstanding any such resignation or termination, the Company shall cooperate with all reasonable requests for information by the Purchaser in connection with a Whole Loan Transfer or a Pass-Through Transfer occurring within 180 days of such termination; provided such information is in the event a third party claim is filed during the period possession of time in which the Company is servicing and the Mortgage Loans)Purchaser pays for all out-of-pocket expenses of the Company incurred in providing the same. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. No Any termination or resignation of the Company or this Agreement pursuant to Section 9.04, 10.01 or 11.01 shall not affect any claims that the Owner Purchaser may have against the Company arising prior to any such termination or resignation. The Company shall timely promptly deliver to its the successor the funds in the Custodial Account, Escrow Account and the Escrow REO Account (less any amounts to which the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company funds and shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely definitively vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. Upon a successor, all at the Company's acceptance of appointment as such, the Company shall notify by mail the Owner of such appointmentsole expense.
Appears in 2 contracts
Samples: Assignment, Assumption and Recognition Agreement (Wilshire Real Estate Investment Trust Inc), Assignment, Assumption and Recognition Agreement (Wilshire Real Estate Investment Trust Inc)
Successor to the Company. Prior to termination of the Company's ’s responsibilities and duties under this Agreement pursuant to Section 8.03, 9.01 or 10.01(a)(ii), the Owner shall (i) succeed to and assume all of the Company's ’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's ’s responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. The Company shall discharge its duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not relieve the Company named herein of its obligations under Section 3.03 or Section 8.01 (in the event a third party claim is filed during the period of time in which the Company is servicing the Mortgage Loans)3.03. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. No termination of the Company or this Agreement shall affect any claims that the Owner may have against the Company arising prior to any such termination or resignation. The Company shall timely deliver to its successor the funds in the Custodial Account and the Escrow Account (less any amounts to which the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. Upon a successor's ’s acceptance of appointment as such, the Company shall notify by mail the Owner of such appointment. In connection with the termination or resignation of the Company hereunder, either (i) the successor shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the Company shall cooperate with the successor in causing MERS to revise its records to reflect the transfer of servicing to the successor as necessary under MERS’ rules and regulations, or (ii) the Company shall cooperate with the successor in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Owner and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor. The Company shall file or cause to be filed any such assignment in the appropriate recording office. The Owner shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (b). The successor shall cause such assignment to be delivered to the Owner or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.
Appears in 2 contracts
Samples: Servicing Agreement (Mortgage Loan Pass-Through Certificates Series 2003-1), Servicing Agreement (Luminent 2006-4)
Successor to the Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Section 8.03, 9.01 9.01, 10.01(a)(ii) or 10.01(a)(ii), 10.02 the Owner shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of the Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner may make such arrangements for the compensation of such successor out of payments on received with respect to the Mortgage Loans as it and such successor shall agree. The Company shall discharge its duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not relieve the Company named herein of its obligations under Section 3.03 or Section 8.01 (in the event a third party claim is filed during the period of time in which the Company is servicing the Mortgage Loans)3.03. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. No termination of the Company or this Agreement shall affect any claims that the Owner may have against the Company arising prior to any such termination or resignation. The Company shall timely deliver to its successor the funds in the Custodial Account and the Escrow Account (less any amounts to which the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Owner of such appointment.
Appears in 2 contracts
Samples: Master Flow Sale and Servicing Agreement (Banc of America Funding 2007-4 Trust), Master Flow Sale and Servicing Agreement (Banc of America Funding 2007-3 Trust)
Successor to the Company. Prior to termination of the Company's ’s responsibilities and duties under this Agreement pursuant Agreement, as interim servicer, if such duties are terminated prior to Section 8.03, 9.01 or 10.01(a)(ii)the related Servicing Transfer Date, the Owner Purchaser shall (i) succeed to and assume all of the Company's ’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of the Company's ’s responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it the Purchaser and such successor shall agree. The In the event that the Company’s duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge its such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date (which shall be no less than fifteen (15) days from receipt of notice by the Company of the termination) thereof with the same degree of diligence and prudence that which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant prior to the aforementioned Sections related Servicing Transfer Date shall not become effective until a successor shall be appointed pursuant to this Section and shall not in no event relieve the Company named herein of its obligations under Section 3.03 or Section 8.01 (in the event a third party claim is filed during the period of time in which the Company is servicing the Mortgage Loans). Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party representations and warranties made pursuant to this Agreement. No termination Sections 3.01 and the indemnification obligations of the Company or this Agreement shall affect any claims that the Owner may have against the Company arising prior to any such termination or resignation. The Company shall timely deliver to its successor the funds in the Custodial Account and the Escrow Account (less any amounts to which the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Owner of such appointmentSection 5.01.
Appears in 2 contracts
Samples: Master Seller’s Purchase, Warranties and Interim Servicing Agreement (MASTR Alternative Loan Trust 2006-3), Master Seller’s Purchase, Warranties and Interim Servicing Agreement (MASTR Asset Securitization Trust 2006-2)
Successor to the Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Section 8.038.04, 9.01 9.01, 10.01(ii) or 10.01(a)(ii)10.02, the Owner Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having a net worth of not less than $15,000,000 and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. The In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to one of the aforementioned Sections, the Company shall discharge its such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned Sections Section shall not become effective until the Purchaser assumes the Company's responsibilities, rights, duties and obligations under this Agreement or a successor shall be appointed pursuant to this Section and shall not in no event relieve the Company named herein of its obligations the representations and warranties made pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser under Section 3.03, it being understood and agreed that the provisions of such Sections 3.01, 3.02 and 3.03 or Section 8.01 (in the event a third party claim is filed during the period of time in which shall be applicable to the Company is servicing notwithstanding any such resignation or termination of the Mortgage Loans)Company, or the termination of this Agreement. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. No Any termination of this Agreement or resignation of the Company pursuant to Section 8.04, 9.01, 10.01 or this Agreement 10.02 shall not affect any claims that the Owner Purchaser may have against the Company arising prior to any such termination or resignation. The Company shall timely promptly deliver to its successor the Purchaser or any appointed successor, as the case may be, the funds in the Custodial Account and the Escrow Account (less and any amounts to which the Company is entitled other funds collected and held by it pursuant to this Agreement or any other agreement, letter or arrangement relating to the terms of this AgreementMortgage Loans) and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company funds and shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely definitively vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. In addition, the Company shall promptly deliver to the Purchaser a full accounting, including a statement showing the monthly payments collected by it and a statement of moneys held in trust by it for the payment of ground rents, taxes, assessments, water rates, insurance premiums or other charges in respect to the Mortgage Loans. Upon a successor's acceptance of appointment as such, the Company shall notify the Purchaser by mail the Owner of such appointment.
Appears in 1 contract
Samples: Master Seller's Warranty and Servicing Agreement (Asset Backed Securities Corp)
Successor to the Company. Prior to (a) Upon termination of the Company's ’s responsibilities and duties under this Agreement pursuant to Section 8.03, 9.01 or 10.01(a)(ii)Agreement, the Owner shall (i) succeed to and assume all of directly service the Company's responsibilities, rights, duties and obligations Mortgage Loans under this Agreement, Agreement or (ii) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the successor.
(b) The Owner may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. The In the event that the Company’s duties, responsibilities and liabilities under this Agreement should be terminated, the Company shall discharge its such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not relieve the Company named herein of its obligations under Section 3.03 any representations’, warranties, covenants or Section 8.01 (agreements made in connection herewith or affect the event a third party claim is filed during remedies available to the period of time in which the Company is servicing the Mortgage Loans). Any successor appointed as provided herein Owner hereunder, it being understood and agreed that such provisions shall execute, acknowledge and deliver be applicable to the Company and to the Owner an instrument accepting notwithstanding any such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities resignation or termination of the Company, with like effect as if originally named as a party to or the termination of this Agreement. No .
(c) Any termination or resignation of the Company or termination of this Agreement shall not affect any claims that the Owner may have against the Company arising due to any failure of the Company to comply with this Agreement prior to any such termination or resignation. .
(d) The Company, in a timely and reasonable manner (but in any event no later than [* * *] after the effective date of any termination or permitted resignation of the Company on termination of this Agreement), shall timely deliver to its the successor (i) the funds in the Custodial Account Pends Accounts and Escrow Accounts and (ii) the Escrow Account (less any amounts to which the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files mortgage files and related documents documents, statements and statements computer files held by it hereunder hereunder, and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. Upon a successor's acceptance of appointment The successor shall make arrangements as such, it may deem appropriate to reimburse the Company shall notify by mail for amounts the Company actually expended pursuant to this Agreement that the successor is entitled to retain hereunder and that would otherwise have been reimbursable to the Company pursuant to this Agreement but for the appointment of the Owner of such appointmentor new servicer.
Appears in 1 contract
Successor to the Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Section 8.03Sections 8.04, 9.01 9.01, 10.01 (ii) or 10.01(a)(ii(iii), the Owner Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it the Purchaser and such successor shall agree. The In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge its such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not in no event relieve the Company named herein of its obligations the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03 or Section and 8.01 (in the event a third party claim is filed during the period of time in which shall be applicable to the Company is servicing notwithstanding any such resignation or termination of the Mortgage Loans)Company, or the termination of this Agreement. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. No Any termination or resignation of the Company or this Agreement pursuant to Section 8.04, 9.01 or 10.01 shall not affect any claims that the Owner Purchaser may have against the Company arising prior to any such termination or resignation. The Company shall timely promptly cause the Servicer to deliver to its the successor the funds in the Custodial Account and the Escrow Account (less any amounts to which and the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder Servicer hereunder, and the Company Servicer shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. The successor shall make arrangements as it may deem appropriate to reimburse the Company for unrecovered Servicing Advances which the successor retains hereunder and which would otherwise have been recovered by the Company pursuant to this Agreement but for the appointment of the successor servicer. Upon a successor's acceptance of appointment as such, the Purchaser shall notify the Company via facsimile of such appointment. The Company shall notify by mail the Owner of such appointment.Purchaser once the successor begins servicing the related Mortgage Loan(s)
Appears in 1 contract
Samples: Purchase, Warranties and Servicing Agreement (RBSGC Mortgage Loan Trust 2007-B)
Successor to the Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Section 8.03Sections 8.04, 9.01 9.01, 10.01 or 10.01(a)(ii)11.04, the Owner shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor who is a FNMA/FHLMC approved Seller/Servicer, having a net worth of not less than $15,000,000 and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. The In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge its such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not in no event relieve the Company named herein of its obligations under the representations and warranties made pursuant to Section 3.03 3.01 hereof or Section 8.01 (in 5 of the event a third party claim is filed during Master Mortgage Loan Purchase Agreement and the period remedies available to the Owner hereunder and thereunder, it being understood and agreed that the provisions of time in which Section 3.01 hereof and Section 5 of the Master Mortgage Loan Purchase Agreement shall be applicable to the Company is servicing notwithstanding any such resignation or termination of the Mortgage Loans)Company, or the termination of this Agreement. Any successor appointed as provided herein in this Section 11.01 shall execute, acknowledge and deliver to the Company and to the Owner an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. No Any termination or resignation of the Company or termination of this Agreement pursuant to Section 8.04, 9.01, 10.01, or 11.04 shall not affect any claims that the Owner may have against the Company arising prior to any such termination or resignation. The Company shall in a timely and reasonable manner deliver to its the successor the funds in the Custodial Account, REO Account and the Escrow Account (less any amounts to which and the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. The successor shall make arrangements as it may deem appropriate to reimburse the Company for amounts the Company actually expended pursuant to this Agreement which the successor is entitled to retain hereunder and which would otherwise have been reimbursable to the Company pursuant to this Agreement but for the appointment of the successor servicer. Upon a successor's acceptance of appointment as such, the Company shall notify the Owner by mail the Owner of such appointment.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Greenwich Capital Acceptance Inc)
Successor to the Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Section 8.03, 9.01 or 10.01(a)(ii), the Owner shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which shall succeed to all rights and assume all of the responsibilitiesresponsi-bilities, duties and liabilities liabil-ities of the Company under this Agreement prior to the termination termina-tion of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumptionassump-tion, the Owner may make such arrangements arrange-ments for the compensation of such successor out of payments on Mortgage Mxxx-xxxx Loans as it and such successor shall agree. The Company shall discharge its duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence dili-gence and prudence that it is obligated to exercise under this Agreement. The resignation or removal of the Company pursuant to the aforementioned aforemen-tioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not relieve the Company named herein of its obligations under Section 3.03 or Section 8.01 (in the event a third party claim is filed during the period of time in which the Company is servicing the Mortgage Loans). Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities liabil-ities of the Company, with like effect as if originally named as a party to this Agreement. No termination of the Company or this Agreement shall affect any claims that the Owner may have against the Company arising prior to any such termination termina-tion or resignation. The Company shall timely deliver to its successor the funds in the Custodial Account and the Escrow Account (less any amounts to which the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilitiesrespon-sibilities, obligations and liabilities of the Company. Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Owner of such appointment.
Appears in 1 contract
Samples: Master Mortgage Loan Sale and Servicing Agreement (Lehman XS Trust Series 2006-12n)
Successor to the Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Section 8.03Sections 4.03, 9.01 4.13, 8.04, 9.01, 10.01 (ii) or 10.01(a)(ii(iii), the Owner Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of the Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it the Purchaser and such successor shall agree. The In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge its such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not in no event relieve the Company named herein of its obligations the representations and warranties made pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser under Section Sections 3.03 or Section and 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03 and 8.01 (in the event a third party claim is filed during the period of time in which shall be applicable to the Company is servicing notwithstanding any such resignation or termination of the Mortgage Loans)Company, or the termination of this Agreement. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. No Any termination or resignation of the Company or termination of this Agreement pursuant to Section 4.03, 4.13, 8.04, 9.01 or 10.01 shall not affect any claims that the Owner Purchaser may have against the Company arising prior to any such termination or resignation. The Company shall timely promptly deliver to its the successor the funds in the Custodial Account and the Escrow Account (less any amounts to which and the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. The successor shall make arrangements as it may deem appropriate to reimburse the Company for Nonrecoverable Advances which the successor retains hereunder and which would otherwise have been recovered by the Company pursuant to this Agreement but for the appointment of the successor servicer. Upon a successor's acceptance of appointment as such, the Company party who obtained such successor shall notify by mail the Owner other party of such appointment.
Appears in 1 contract
Samples: Purchase, Warranties and Servicing Agreement (Prime Mortgage Trust 2007-1)
Successor to the Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Section 8.03Sections 7.04, 8.01, 9.01 or 10.01(a)(ii)9.02, the Owner Holder shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner Holder may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. The In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge its such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not in no event relieve the Company named herein of its obligations under the representations and warranties made pursuant to Section 3.03 or Section 8.01 (in the event a third party claim is filed during the period of time in which the Company is servicing the Mortgage Loans)3.01. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner Holder an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. No Any termination or resignation of the Company or this Agreement pursuant to Section 7.04, 8.01, 9.01, or 9.02 shall not affect any claims that the Owner Holder may have against the Company arising prior to any such termination or resignation. The Company shall timely deliver to its the successor the funds in the Custodial Account, REO Account and the Escrow Account (less any amounts to which and the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company, including, without limitation, execution and delivery of transfer of servicing notices in accordance with the Real Estate Settlement Procedures Act and any other state or federal law. The successor shall make arrangements as it may deem appropriate to reimburse the Company for amounts the Company actually expended pursuant to this Agreement which the successor is entitled to retain hereunder and which would otherwise have been recovered by the Company pursuant to this Agreement but for the appointment of the successor servicer. Upon a successor's acceptance of appointment as such, the Company Holder shall notify by mail the Owner Company of such appointment.
Appears in 1 contract
Samples: Master Repurchase Agreement (Austin Funding Com Corp)
Successor to the Company. (a) Prior to termination of the Company's sub-servicing responsibilities and duties under this Agreement pursuant to Section 8.0318 or 29, 9.01 or 10.01(a)(ii), the Owner EMC shall (i) succeed to and assume all of the Company's sub-servicing responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which shall succeed to all sub-servicing rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities as sub-servicer under this Agreement. In connection with such appointment and assumption, the Owner Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. The In the event that the Company's duties, responsibilities and liabilities as sub-servicer under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge its such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the Purchaser or such successor. The resignation or removal termination of the Company as sub-servicer pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section 30 and shall not in no event relieve the Company named herein of its obligations the representations and warranties made pursuant to Section 7 and the remedies available to the Purchaser under Section 3.03 or Section 8.01 (in this Agreement, it being understood and agreed that the event a third party claim is filed during the period provisions of time in which the Company is servicing the Mortgage Loans). Any successor appointed as provided herein such Sections shall execute, acknowledge and deliver be applicable to the Company and to the Owner an instrument accepting notwithstanding any such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities resignation or termination of the Company, with like effect as if originally named as a party to or the termination of this Agreement. No termination of the Company or this Agreement shall affect any claims that the Owner may have against the Company arising prior to any such termination or resignation. .
(b) The Company shall timely deliver to its the successor the funds in the Custodial Account custodial account, or other accounts established in connection with servicing the Mortgage Loans under the PSAs and such other accounts as the Company may hold as sub-servicer for the Purchaser, and the Escrow Account (less any amounts to which the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Servicing Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the CompanyCompany as sub-servicer. Upon a successor's acceptance of appointment The successor shall make arrangements as such, it may deem appropriate to reimburse the Company shall notify for amounts the Company actually expended as sub-servicer pursuant to this Agreement which the successor is entitled to retain hereunder and which would otherwise have been recovered by mail the Owner Company pursuant to this Agreement but for the appointment of such appointmentthe successor servicer.
Appears in 1 contract
Successor to the Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Section 8.03Sections 8.04, 9.01 9.01, 10.01 (B) or 10.01(a)(ii(C), the Owner Purchaser shall (iA) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (iiB) appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it the Purchaser and such successor shall agree. The In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge its such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall not in no event relieve the Company named herein of its obligations the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03 or Section and 8.01 (in the event a third party claim is filed during the period of time in which shall be applicable to the Company is servicing notwithstanding any such resignation or termination of the Mortgage Loans)Company, or the termination of this Agreement. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Owner Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. No Any termination or resignation of the Company or this Agreement pursuant to Section 8.04, 9.01 or 10.01 shall not affect any claims that the Owner Purchaser may have against the Company arising prior to any such termination or resignation. The Company shall timely promptly cause the Servicer to deliver to its the successor the funds in the Custodial Account and the Escrow Account (less any amounts to which and the Company is entitled pursuant to the terms of this Agreement) and all Mortgage Files and related documents and statements held by it hereunder Servicer hereunder, and the Company Servicer shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. Upon a successor's acceptance of appointment The successor shall make arrangements as such, it may deem appropriate to reimburse the Company shall notify for unrecovered Servicing Advances which the successor retains hereunder and which would otherwise have been recovered by mail the Owner Company pursuant to this Agreement but for the appointment of such appointment.the successor servicer. UPON A SUCCESSOR'S ACCEPTANCE OF APPOINTMENT AS SUCH, THE PURCHASER SHALL NOTIFY THE COMPANY VIA FACSIMILE OF SUCH APPOINTMENT. THE COMPANY SHALL NOTIFY THE PURCHASER ONCE THE SUCCESSOR BEGINS SERVICING THE RELATED MORTGAGE LOAN(S)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Prime Mortgage Trust 2005-5)