Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 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 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 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 4 contracts
Sources: Master Repurchase Agreement (Angel Oak Mortgage REIT, Inc.), Master Repurchase Agreement (Angel Oak Mortgage REIT, Inc.), Master Repurchase Agreement (Angel Oak Mortgage, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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) a. Each Seller Party, on Administrative Agent’s and Buyers’ behalf, shall contract with each a Servicer to to, or if Seller is Servicer, Seller shall, service the related Purchased Mortgage Loans and Contributed Assets consistent with the degree of skill and care that such Servicer Seller Party customarily exhibits requires with respect to similar mortgage loans Mortgage Loans and Contributed Assets owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and Seller Party shall ensure that each permitted sub-servicer will, Servicer (i) comply complies with all applicable Federalfederal, State state and local laws and regulations, (ii) maintain maintains all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) does not impair the rights of Buyer Administrative Agent or Buyers in any Purchased Loans 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.
(c) Each Seller agrees with b. With respect to the Servicing Released Purchased Mortgage Loans other than BPL – Holdbacks, Seller shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 funds collected by Seller and Servicer with respect to any Purchased Loans Assets or Contributed Assets in trust accounts and shall apply the same for the purposes for which such escrow payments 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 or Servicer with respect to any Purchased Assets in the Holdback Account and shall apply the same to improve and rehabilitate the related Mortgaged Property.
(e) Each c. On the Remittance Date, Seller shall and shall cause each Servicer to deposit all Income (net of any servicing fees and any other permitted sub-servicers advances then due and owing pursuant to execute the terms of the 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 Acknowledgement acknowledging Buyer’s interest in Notice, addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans and the related Servicing Agreement and agreeing that 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 any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the Contributed Assets and any 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 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 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 Loansthereto.
(f) e. Upon the occurrence and continuance of an Event of Default hereunder, a Servicer Termination Event with respect or a material default under the Servicing Agreement, Administrative Agent shall have the right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage Loans and Contributed Assets 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 as set forth in the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination EventNotice. 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, Seller Parties 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 of the Purchased Mortgage Loans and Contributed Assets to a successor servicer approved appointed by Repo Administrative Agent on behalf of Buyers in its sole discretion. For the avoidance of doubt doubt, any termination of a the Servicer’s rights to service by Repo the Administrative Agent as a result of a Servicer Termination Event or the occurrence and continuation of an Event of Default shall be deemed part of an exercise of Buyerthe Administrative Agent’s rights to cause the liquidation, termination or acceleration of this Agreement.
(g) To the extent applicable, each f. If a 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 Party should discover that, for any reason whatsoever, such Seller, any Servicer Seller Party or any other entity responsible to such a Seller Party for managing or servicing any such Purchased Loan Mortgage Loans or Contributed Assets has failed to perform fully such Sellera Seller Party’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased LoansMortgage Loans and Contributed Assets, such Seller Party shall promptly notify Repo Agent and promptly remedy any non-complianceAdministrative Agent.
(i) Upon any termination g. For the avoidance of a Servicer as provided hereindoubt, in the Servicer Acknowledgment with respect to Purchased Mortgage Loans and Contributed Assets sold or in the related Servicing 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans 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 Parties shall and shall cause the Servicer to continue to service the Purchased Mortgage Loans and Contributed Assets hereunder as part of the Obligations hereunder. As such, the Seller Parties expressly acknowledge that the Purchased Mortgage Loans and Contributed Assets are sold or contributed to Administrative Agent for the benefit of Buyers on a “servicing released” basis with such servicing retained by the Servicer.
Appears in 3 contracts
Sources: Master Repurchase Agreement (Home Point Capital Inc.), Master Repurchase Agreement (Home Point Capital Inc.), Master Repurchase Agreement (Home Point Capital Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans Assets will be sold by the applicable Seller 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. 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, 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; provided, however, that the obligation of Servicer to service any Purchased Asset for the benefit of or on behalf of Buyer as aforesaid shall cease upon the repurchase of such Purchased Asset by Seller in accordance with the provisions of this Agreement or as otherwise provided in the Servicer Acknowledgment.
(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 Servicing Released Purchased Loans and that, as between such 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 Rights and Servicing Records and such Servicing Rights Records”) so long as the Purchased Assets are not severable from or subject to be separated from the Servicing Released Purchased Loansthis Agreement. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Repo AgentBuyer’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 in Buyer’s sole discretion.
(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 engaged on behalf of Buyer to execute a Servicer Acknowledgement Acknowledgment acknowledging Buyer’s interest in the related Purchased Loans Assets and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans Assets 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)Blocked Account, all in such manner as shall be reasonably acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the 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 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 LoansBuyer.
(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 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.
(ge) 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 such Purchased Loan Asset 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer.
(kf) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans Assets on a servicing released basisbasis 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
Sources: 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. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, 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 Buyer's behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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.
(c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 b. Seller shall cause the related Servicer to hold or cause to be held all escrow payments 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 escrow payments funds were collected.
(e) Each c. Seller shall cause each the Servicer and 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 other permitted sub-servicers amounts required to execute 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 Acknowledgement acknowledging Buyer’s interest in 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 related Servicing Agreement and agreeing Servicer's agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(f) e. Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s 's right to service the related Purchased Mortgage 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 Eventfee. 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s 's obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 3 contracts
Sources: Master Repurchase Agreement (Staten Island Bancorp Inc), Master Repurchase Agreement (Staten Island Bancorp Inc), Master Repurchase Agreement (Standard Pacific Corp /De/)
Servicing. (a) The parties hereto agree Notwithstanding the purchase and acknowledge that sale of the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis and hereunder, GKK Manager LLC or such other Servicer shall continue to service the Servicing Released Purchased Loans will be sold 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 Repurchase Date pursuant to Section 8 or 17 of this Annex I, Buyer’s assigns; provided, however, that the obligations of Seller to service any of the Purchased Loans 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 the applicable Seller to Buyer on a hereunder have been paid in full or (iii) the transfer of servicing released basis.
(b) Each approved by Seller and Buyer, which Buyer’s consent shall not be unreasonably withheld. Seller shall contract with each service and shall cause the 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.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements (the “Servicing Rights 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 and such Servicing Rights Records”) so long as the Purchased Loans are not severable from or subject to be separated from the Servicing Released Purchased LoansAgreement. 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 the Custodian) at Repo AgentBuyer’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.
(d) Each Seller shall cause not, and shall not permit Servicer to, employ sub-servicers to service the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans without the prior written approval of Buyer which shall not be unreasonably withheld. If the Purchased Loans are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in trust accounts and shall apply the same for the purposes for which Servicing Agreements with such escrow payments were collectedsub-servicer to Buyer.
(e) Each Seller shall cause each Servicer and any other permitted sub-servicers engaged by Seller to execute a Servicer Acknowledgement letter agreement with Buyer acknowledging Buyer’s security interest in the related Purchased Loans and the related Servicing Agreement Agreements and agreeing that each 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)Blocked Account, all in such manner as shall be reasonably acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the 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 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 LoansBuyer.
(f) Upon In the occurrence of a Servicer Termination Event with respect to event Seller or its Affiliate is servicing any Servicer (and provided no Event of Default has occurred and is continuing)Purchased Loan, the applicable Seller shall terminate such Servicerpermit Buyer to inspect Seller’s right 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 related such Purchased Loans under as provided in 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 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 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, 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 provide a copy of each report 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations notice sent to Seller and to be sent to Buyer notwithstanding the engagement of any such sub-servicerconcurrently therewith.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.
Appears in 3 contracts
Sources: 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 Servicing Retained Purchased Loans will be sold by the applicable As a condition of purchasing a Mortgage Loan, Buyer may require Seller 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 a servicing retained basis the following terms and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis.conditions:
(b) Each Seller shall contract with each Servicer to service and administer the related Purchased Mortgage Loans consistent with the degree on behalf of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and Buyer in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply in accordance with all applicable Federalrequirements of the Agencies, State Requirements of Law, the provisions of any applicable servicing agreement, and local laws the requirements of any applicable Takeout Commitment and regulationsthe Takeout Investor, (ii) maintain all state so that the eligibility of the Purchased Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by such servicing 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 thereunderadministration.
(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 Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or 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 Purchased Mortgage Loans, which consent may be separated from the Servicing Released Purchased Loanswithheld in Buyer’s sole discretion. Such In no event shall Seller’s use of a Subservicer relieve Seller covenants to safeguard (of its obligations hereunder, and to cause each Servicer and permitted sub-servicer to safeguard) any Seller shall remain liable under this Agreement as if Seller were servicing such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s requestMortgage Loans directly.
(d) Each Seller shall cause deliver the physical and contractual master servicing of each Purchased Mortgage Loan, together with all of the related Servicer Records in its possession, to hold Buyer’s designee upon the earliest of (w) the occurrence of a Default or cause Event of Default hereunder, (x) the termination of Seller as servicer by Buyer pursuant to be held all escrow payments collected with respect 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 Loans Mortgage Loans, which right shall be exercisable at any time in trust accounts 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 contrary from Buyer; provided further that such delivery requirement will no longer apply to any Mortgage Loan, and Seller shall apply have no further obligation to service such Mortgage Loan as agent for Buyer, upon receipt by Buyer of the same 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 purposes related mortgagors (without reduction for which such escrow payments were collectedunreimbursed advances or “negative escrows”).
(e) Each 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 each Servicer any Subservicer to maintain and safeguard the Credit File for the 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 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 other permitted sub-servicers Subservicer to execute a Servicer Acknowledgement acknowledging Buyer’s interest service in the related Purchased Loans conformity with this Section and the any related Servicing Agreement and agreeing that 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 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 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 LoansAgreement.
(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)At Buyer’s request, the applicable Seller shall terminate promptly deliver to Buyer reports regarding the status of any 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 Servicerother circumstances that could 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 or any default under any Servicing Agreement that would materially and adversely affect any Mortgage Loan subject thereto.
(g) 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 when such release is required as incidental to Seller’s servicing of the Mortgage 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 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 at any right to terminate each Servicer’s right time to service the related Purchased Loans that it may have, in any Mortgage Loan (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 “Successor Servicer”) in its sole discretion. For the avoidance of doubt any termination of If Buyer elects to make such an appointment due to a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event Default or an Event of Default Default, Seller shall be deemed assessed all costs and expenses incurred by Buyer associated with transferring the Mortgage Loans to the Successor Servicer. In the event of such an appointment, Seller shall perform all acts and take all action so that any part of an exercise of Buyer’s rights the Credit File and related Records held by Seller, together with all Income and other receipts relating to cause the liquidationsuch Mortgage Loan, termination or acceleration of this Agreement.
(g) To the extent applicableare promptly delivered to Successor Servicer, each and shall otherwise reasonably cooperate with Buyer in effectuating such transfer. Seller shall use commercially reasonable efforts to cause each have no claim for lost servicing income, lost profits or other damages if Buyer appoints a Successor 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 hereunder and the related Servicer Acknowledgment.
(h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer servicing fee is reduced 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 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-complianceeliminated.
(i) Upon any termination For the avoidance of a Servicer as doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans provided herein, in the Servicer Acknowledgment or in the related Servicing 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 that 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer continue to service the Purchased LoansMortgage Loans hereunder as part of its Obligations hereunder. As such, but only with Seller expressly acknowledges that the consent of Purchased Mortgage Loans are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a “servicing released released” basis.
Appears in 3 contracts
Sources: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement, Master Repurchase Agreement (loanDepot, Inc.)
Servicing. (a) The parties hereto agree Seller shall service the Purchased Mortgage Loans as agent for Buyer and acknowledge 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 the Servicing Retained Purchased Loans will be sold eligibility of the Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by the applicable Seller to Buyer on a such servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basisadministration.
(b) Each 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 contract with each Servicer to service provide a copy of the related Purchased Loans consistent with servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the degree of skill and care that “Servicing Agreement”) to Buyer prior to such Servicer customarily exhibits with respect to similar mortgage loans owned Purchase Date or managed by it and in accordance with Accepted Servicing Practicesservicing transfer date, as applicable. Each Servicer shallsuch 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 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 remain liable under this Agreement as if Seller were servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased such Mortgage Loans or any payment thereunderdirectly.
(c) Each Seller agrees shall transfer actual servicing of each Purchased Mortgage Loan, together with respect 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 Released 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 Loans 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 as between servicing under this Section 15 shall be in accordance with customary standards in the industry and such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is transfer shall include the owner transfer of the gross amount of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from escrows held for the related mortgagors (without reduction for unreimbursed advances 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“negative escrows”).
(d) Each 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 related Servicer Subservicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts maintain and shall apply safeguard the same Credit File for the purposes 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 which the sole purpose of servicing such escrow payments were collectedPurchased Mortgage Loan and such retention and possession by Seller being in a custodial capacity only.
(e) Each At Buyer’s request, Seller shall promptly deliver to Buyer reports 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 each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging material adverse effect on such Purchased Mortgage Loan, Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that 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 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 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 title to such Purchased LoansMortgage 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 or any default under any Servicing Agreement that would materially and adversely affect any Purchased Mortgage Loan subject thereto.
(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 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 when such Servicerrelease is required as incidental to Seller’s servicing of the 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 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 at any time to Repo Agent within five service any Purchased Mortgage Loan (5each a “Successor Servicer”) Business Days of in its sole discretion. If Buyer elects to make such Servicer Termination Event, and shall complete an appointment due to 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 Default or Event of Default, Repo Agent may exercise such right of termination that may arise Seller shall be assessed all costs and shall provide Sellers expenses incurred by Buyer associated 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 of the Purchased Mortgage Loans to the Successor Servicer. In the event of such an appointment, Seller shall perform all acts and take all Servicing action so that any part of the Credit File and 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 Purchased Loans to a successor servicer approved by Repo Agent in its sole discretionservicing fee is reduced or eliminated. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event 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.
(gh) To For the extent applicableavoidance of doubt, each Seller retains no economic rights to the servicing of the Purchased Mortgage Loans provided that 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer continue to service the Purchased LoansMortgage Loans hereunder as part of its Obligations hereunder. As such, but only with Seller expressly acknowledges that the consent of Purchased Mortgage Loans are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a “servicing released released” basis.
Appears in 3 contracts
Sources: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement (Home Point Capital Inc.), Master Repurchase Agreement (loanDepot, Inc.)
Servicing. (a) The parties hereto Sellers and Buyer agree and acknowledge that all Servicing Rights with respect to the Servicing Retained Purchased Loans will are being transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be sold 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 Seller, Servicer, shall be granted a revocable license to Buyer on a servicing retained basis and exercise the Servicing Released Rights with respect to the Purchased Loans will 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 sold by deemed automatically revoked upon the occurrence and during the continuance of an Event of Default). The applicable Seller to Buyer on a servicing released basis.
(b) Each Seller shall contract with each cause Servicer to service the related Purchased Loans consistent with pursuant to the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and Servicing Agreement, in each case, in accordance with Accepted Servicing Practices. Each Servicer shall, and The applicable Seller 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 obtain the Servicing Standard and (iv) not impair the rights 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 Purchased Loans or any payment thereunderServicing Agreement with a Servicer (other than the entry into the initial Servicing Agreement with Situs Asset Management LLC, as initial Servicer).
(cb) Each Seller agrees with respect to the Servicing Released Sellers agree that, upon Buyer’s purchase of each Purchased Loans and as between such Seller and ▇▇▇▇▇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 Rights and Servicing Records and Records”) until the Repurchase Price for such Servicing Rights are not severable from or Purchased Loan has been paid to be separated from the Servicing Released Purchased LoansBuyer. Such Each Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any 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 Repo AgentBuyer’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 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 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 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.
(fc) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), during 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 continuance of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereofBuyer may, and the applicable Sellerin its sole discretion, if required by Repo Agent, shall exercise any (i) sell its right to terminate each Servicer’s right to service the related Purchased Loans that it may haveon 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 fee.
(d) Neither Seller shall employ or any other amount permit Servicer to such Servicer or any of its agents or employ 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 service the Purchased Loans to a successor servicer approved by Repo Agent without the prior written approval of Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights ; provided that Servicer may delegate certain administrative functions 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 third parties without Buyer’s rights to cause the liquidation, termination or acceleration of this Agreementconsent.
(ge) To the extent applicable, each Seller shall use commercially reasonable efforts The payment of servicing fees under any Servicing Agreement not otherwise paid pursuant 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 Servicing Agreement or permitted sub-servicer has the ability to service the related Purchased Loan as provided paid in accordance with 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until solely the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms obligation of this Agreement and for the benefit of BuyerSellers.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 3 contracts
Sources: 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. (a) The parties hereto Master Seller, on behalf of itself and each Series Seller, and Buyer agree and acknowledge that all Servicing Rights with respect to the Servicing Retained Purchased Loans will be sold by the applicable Seller transferred hereunder to Buyer on the applicable Purchase Date and such 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 directions or consents to be given to the Servicer of the Purchased Loans (other than 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 respect to all of the Purchased Loans shall automatically terminate and be of no further force and effect, and (ii) upon the occurrence and during the continuance of a Transaction Event of Default with respect to any Purchased Loan, Master Seller’s and the 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 ▇▇▇▇▇ Fargo Bank, National Association or any other third party servicer otherwise approved by Buyer in writing (a “Servicer”) may service the Purchased Loans for the benefit of Buyer in accordance with the terms and conditions of the servicing retained 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, 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 Released Rights with respect to any Purchased Loans will be sold by Buyer from and after an Event of Default pursuant to its exercise of remedies pursuant to Section 13 hereof. Master Seller shall cause the applicable 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 Buyer on 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 servicing released basisMaterial Action or take any other Material Action without Buyer’s prior written consent.
(b) Each Seller shall contract with Master Seller, on behalf of itself and each Servicer to service the related Purchased Loans consistent with the degree of skill and care Series Seller, agrees 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 Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 Rights 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 or its designee to service in conformity with this Section 28 and such Servicing Rights are not severable from or any other obligation of Seller to be separated from the Servicing Released Purchased LoansBuyer. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and (if any are in Seller’s possession) and, upon Buyer’s request, to deliver them promptly to Buyer or its designee (including the Custodian) at Repo Agent’s requestupon the occurrence and during the continuance of an Event of Default.
(dc) Each Seller shall cause Upon the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts occurrence and shall apply during 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 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)continuance of an Event of Default, all in such manner as shall be acceptable to Repo Agent Buyer may, in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or subject to Section 13 and any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into terms in the applicable Collection Account within two Servicing Agreements approved by Buyer (2i) 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 case 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 Facility Event of Default, Repo Agent may exercise such right sell its rights to any or all of termination that may arise 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 shall provide Sellers with notice thereof, and the applicable Sellersub-servicer, if required by Repo Agentany, shall exercise any right to terminate each Servicer’s right to service for the related affected Purchased Loans that it may haveLoan(s)), with or without cause, in each case without payment of any termination fee or any other amount 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 or any of to (i) promptly transfer all data in 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 possession relating to the applicable Purchased Loans to a the successor servicer approved by Repo Agent 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 sole discretion. For possession relating to 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.
applicable Purchased Loans and (giii) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer cooperate and coordinate with the successor servicer and/or Buyer to comply with any permitted subapplicable so-servicer to permit Buyer and Repo Agent to inspect such Servicer’s 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 facilities for of the purpose of satisfying Buyer and Repo Agent applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer or permitted sub-servicer has the ability fails 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 cooperate with Buyer or any other entity responsible to successor servicer in effecting the termination of such Seller for managing or servicing Servicer as servicer of any Purchased Loan has failed to perform fully such Seller’s obligations under or the 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, 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 authority to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause service such Servicer Purchased Loan to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans successor servicer in accordance with the terms of this Agreement hereof and for the benefit of Buyerapplicable Servicing Agreement, Buyer shall be entitled to injunctive relief.
(jd) The Seller shall not employ any Servicers rated below “above average” by S&P, unless such Servicer may hire a sub-servicer is otherwise approved by Buyer to service the Purchased LoansLoans (it being acknowledged and agreed that ▇▇▇▇▇ Fargo Bank, but only with National Association is deemed approved by Buyer. Seller shall collaterally assign to Buyer all of its rights, title and interest under any Servicing Agreements as a condition of allowing the consent of Buyer Purchased Loans to be serviced by such Servicer and provided that shall cause each such sub-servicer Servicer engaged by Seller to execute a Servicer Acknowledgment acceptable Notice and Agreement with Buyer acknowledging Buyer’s security interest, agreeing that it shall deposit all Income and any other sums required to Buyer. The Servicer shall remain liable be remitted to the holder of the Purchased Loans under related Purchased Loan Documents to the Depository for deposit in the Cash Management Account as set forth in Section 5 hereof or as otherwise directed in a written notice signed by Buyer for its obligations so long as such Purchased Loan is subject to Seller this Agreement, and Buyer notwithstanding the engagement of any such sub-serviceracknowledging Buyer’s rights to terminate servicing as otherwise set forth above in this Section 28.
(ke) Buyer mayIf Servicer is an Affiliate of Seller or Sponsor, in its sole the payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basisthis Agreement.
Appears in 3 contracts
Sources: Master Repurchase Agreement (NorthStar Real Estate Income II, Inc.), Master Repurchase Agreement (NorthStar Real Estate Income Trust, Inc.), Master Repurchase Agreement (Northstar Realty Finance Corp.)
Servicing. (a) The parties hereto agree and acknowledge that a. Pursuant to the Servicing Retained Purchased Loans will be sold by the applicable Agreement, Seller 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 has contracted with each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Seller and 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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.
(c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments funds were collected.
(e) Each c. Seller shall and shall cause each the Servicer and any other permitted sub-servicers to execute 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 Acknowledgement acknowledging Notice and Pledge 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 the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(f) e. Upon the occurrence and continuation of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage 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 under 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 Seller and the Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
g. Servicer shall service the Purchased Mortgage Loans on behalf of Buyer for ninety (j90) The 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 shall cause the Servicer may hire a sub-servicer to continue to service the Purchased LoansMortgage Loans hereunder as part of the Obligations hereunder. As such, but only with the consent of Seller expressly acknowledges that the Purchased Mortgage Loan are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a “servicing released released” basis.
Appears in 3 contracts
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Servicing. (a) The parties hereto Seller and Buyer agree and acknowledge that all Servicing Rights with respect to the Servicing Retained Purchased Loans will be sold by the applicable Seller are being 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, Servicer shall be granted a servicing retained basis and revocable license to exercise the Servicing Released Rights with respect to the Purchased Loans will 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 sold by deemed automatically revoked upon the applicable Seller to Buyer on a servicing released basis.
(b) Each Seller shall contract with each occurrence and during the continuance of an Event of Default); provided, however, that the obligations of Servicer to service the related Purchased Loans consistent with shall cease, at Seller’s option, upon the degree payment by Seller to Buyer of skill and care that such the Repurchase Price therefor. Seller shall cause Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it service the Purchased Loans pursuant to the Servicing Agreement 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 Practices approved by Buyer in any Purchased Loans or any payment thereunder.
(c) Each Seller agrees the exercise of its reasonable business judgment and maintained by other prudent mortgage lenders with respect to senior interests in mortgage loans similar to the Servicing Released Purchased Loans and as between such Loans. Seller and ▇▇▇▇▇, shall obtain the written consent of Buyer prior to appointing any third party servicer for a Purchased Loan (other than ▇▇▇▇▇ Fargo Bank, National Association).
(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 Rights 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 Servicer to service in conformity with this Section and such Servicing Rights are not severable from or any other obligation of Seller to be separated from the Servicing Released Purchased LoansBuyer. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records which are in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’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 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 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 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.
(fc) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), during 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 continuance of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereofBuyer may, and the applicable Sellerin its sole discretion, if required by Repo Agent, shall exercise any (i) sell its right to terminate each Servicer’s right to service the related Purchased Loans that it may haveon 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 or any other amount to such Servicer or any of its agents or fee.
(d) Seller shall not employ 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 service the Purchased Loans to a successor servicer approved by Repo Agent without the prior written approval of Buyer in its sole discretion. For the avoidance ; provided, this Section 29(d) shall not apply to an Affiliate 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 liquidationSeller, termination or acceleration of this AgreementOperating Partnership and Guarantor.
(ge) To The payment of servicing fees under 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until solely the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms obligation of this Agreement and for the benefit of BuyerSeller.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 2 contracts
Sources: Master Repurchase Agreement, Master Repurchase Agreement (NorthStar Real Estate Income Trust, Inc.)
Servicing. (a) The parties hereto hereby agree and acknowledge that the Servicing Retained 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 Loans will 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 extent applicable, to ensure compliance with the Prohibited Nations Acts), manage and administer each of the 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 sold necessary or advisable and permitted for carrying out the transactions contemplated by the applicable Seller Transaction 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 Buyer 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 a servicing retained basis and each Payment Date of 0.50% per annum of the Servicing Released total face amount of the Purchased Loans will be sold by Diversified Payment Rights generated during the applicable Seller to Buyer on a servicing released basispreceding Quarterly Period as compensation for its performance as Servicer.
(b) Each Seller The Bank (whether or not it is the Servicer) shall contract with each Servicer to service the related Purchased Loans consistent pay, out of its own funds, any wiring or similar administrative charges that are imposed in connection with the degree collection of skill any Collections and care the remitting 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 such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shallthe Bank may retain for its own account any amounts received from a DPR Payor, 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 DPR Payee or any payment thereunderother 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) Each Seller The Servicer hereby agrees to cause to be established (and maintained in accordance with respect 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 Servicing Released Purchased Loans Indenture, including any Indenture Supplement and as between 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 Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 requestTrust Accounts.
(d) Each Seller After its receipt thereof, the Servicer shall cause use commercially reasonable efforts immediately to segregate the related Servicer to hold Collections from any other payments or cause to be held all escrow similar items received by it, including (i) any 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 collectedthe 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) Each Seller shall cause each The obligation of the Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in service the related Purchased Loans Diversified Payment Rights is personal to the Servicer, and the related Servicing Agreement and agreeing parties recognize that another Person may not be qualified to perform such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect 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 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 such subcontracting arrangement, that each such subcontractor shall agree to service the Purchased Loans Diversified Payment Rights in accordance with all Applicable Laws (including, to the applicable Collection Account or extent applicable, the Remittance Account as provided in Prohibited Nations Acts) and this Agreement and the related Servicing Agreement (as modified by other Transaction Documents and has the related ability to do so. Anything herein to the contrary notwithstanding, the Servicer Acknowledgment), all in such manner as shall be acceptable fully responsible for any and all acts or failures to Repo Agent in its sole and absolute discretion. Without limiting the generality act of the 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 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 subcontractor to the immediately preceding sentence shall then be remitted to same extent as if the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that were performing or directly responsible for 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 Loanssubcontractor’s duties and responsibilities.
(f) Upon The Servicer shall not resign from its obligations hereunder except upon its reasonable determination that (i) 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 performance of such Servicer Termination Event, obligations is no longer permissible under Applicable Law and shall complete a transfer of servicing (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 related Purchased Loans Servicer shall be evidenced as to clause (i) by an Opinion of Counsel to the Servicer to such successor servicer within sixty effect and as to clause (60ii) days by an Officers’ Certificate 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 addressed to the extent permitted by SPC, the related Servicing AgreementIndenture Trustee, each Enhancer (if any) and each Rating Agency. In any case where Servicer is so terminated, Sellers and Servicers No such resignation shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to become effective until a successor servicer approved by Repo Agent shall have assumed in its sole discretion. For writing the avoidance responsibilities and obligations of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a the 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 Agreementin accordance with Section 4.3.
(g) To Each of 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 SPC and the related Indenture Trustee hereby grants to the Servicer Acknowledgmenta 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) If either Seller should discover that, for any reason whatsoever, such Seller, Except when 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 Default exists, the Transaction Documents or any SPC hereby authorizes the Servicer (on behalf of the obligations of such entities SPC) to instruct the Indenture Trustee and each Trustee with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-complianceinvestment of funds held in the Trust Accounts.
(i) Upon any termination of a Servicer as The Servicer’s obligations under this Agreement shall terminate on the Sale Termination Date; provided hereinthat if the Bank is no longer the Servicer, in then the Servicer Acknowledgment or in shall on the related Servicing Agreement, Sellers shall cause such Sale Termination Date: (i) transfer all records and documents relating to the Diversified Payment Rights to the Bank (it being understood that the 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 may retain a copy of all servicing files to such records and documents) and (ii) execute and deliver all documents and instruments related thereto as may be reasonably requested by the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of BuyerBank.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 2 contracts
Sources: 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 to Buyer Seller, 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 Buyer’s behalf, shall service or contract with each a Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it such Servicer and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply in all material respects with all applicable Federal, State and local laws and regulationsRequirements of Law, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, under the Servicing Agreement and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans Mortgage Loan or any payment thereunder.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments funds were collected.
(ec) 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 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 foregoing, each Seller shall, or shall cause the Servicer or and any permitted sub-interim servicer to to, deposit all Income collections received by any 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 Loans into the applicable Collection Account within two 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, (2i) 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 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, (as modified ii) obtain Buyer’s prior written consent to the use of such servicer 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 notice or letter agreement, executed by the related Buyer, Seller and such Servicer Acknowledgment) (each, a “Servicer Side Letter”), in form and substance acceptable to withdraw or retain Buyer with respect to such Servicer. In no event shall Seller’s use of a Servicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans 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.
(fe) Upon the occurrence of an Event of Default hereunder or a Servicer Termination Event Event, with respect regard to any Servicer (and provided no Event of Default has occurred and is continuing)Servicing-Released Mortgage Loans, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement (subject to the related servicing transfer period) without payment of any penalty or termination fee and shall appoint a successor fee, but subject to any limitations set forth in the servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of notice or letter agreement with the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination EventServicer. 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent ▇▇▇▇▇ in its 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.
(hf) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible by contract to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent Buyer and promptly remedy any non-compliance.
(ig) The Servicer’s rights and obligations to interim service the Purchased Mortgage Loans that are Servicing-Released Mortgage Loans shall 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 Buyer 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 full by Seller in accordance with the provisions of this Agreement and therefore is no longer subject to a Transaction. Upon any termination of a Servicer as provided hereintermination, in the Servicer Acknowledgment or in the related Servicing 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)servicing, including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agentthe Buyer. The Servicer’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related servicing transfer date, Sellers the Servicer shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Mortgage Loans in accordance with the terms of this Agreement and for the benefit of the Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 2 contracts
Sources: Master Repurchase Agreement and Securities Contract (Radian Group Inc), Master Repurchase Agreement and Securities Contract (Radian Group Inc)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 a. Seller shall contract with each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federalfederal, State state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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.
(c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 b. Seller shall cause the related Servicer to hold or cause to be held all escrow payments 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 escrow payments 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.
(e) Each c. 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 such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to collections received by Seller as Servicer on the Purchased Mortgage Loans in the applicable Collection Securities Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement on a daily basis within one (as modified by the related Servicer Acknowledgment)1) Business Day following receipt; provided, all in such manner as however, that any amounts required to be remitted to Buyer shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the 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 into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Securities Account pursuant on or prior to the immediately preceding sentence shall then be remitted day on which such remittance is 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 Loansoccur.
(f) d. Upon the occurrence and continuance of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such ServicerSeller’s right to service the related Purchased Mortgage 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 Eventfee. 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 Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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) e. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The f. Servicer may hire a sub-servicer to shall service the Purchased Loans, but only with the consent Mortgage Loans on behalf of Buyer and provided that for thirty (30) day intervals which will automatically terminate if not renewed by Buyer (such sub-servicer execute renewal as evidenced by Buyer’s entry into a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable new Transaction).
g. For the avoidance of doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans. As such, Seller expressly acknowledges that the Purchased Mortgage Loans are sold to 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 Released Purchased Loans on a “servicing-released” basis with such servicing released basisretained by Seller.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.), Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans Assets will be sold by the applicable Seller 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. 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 Acknowledgement from Servicer, prior to an Event of Default, Seller may retain, on behalf of Buyer, Servicer to service the Purchased Assets for the benefit of or on behalf of Buyer; provided, however, that the obligation of Servicer to service any Purchased Asset for the benefit of or on behalf of Buyer as aforesaid shall cease upon the repurchase of such Purchased Asset by Seller in accordance with the provisions of this Agreement or as otherwise provided in the Servicer Acknowledgement.
(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 Servicing Released Purchased Loans and that, as between such 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 Rights and Servicing Records and such Servicing Rights Records”) so long as the Purchased Assets are not severable from or subject to be separated from the Servicing Released Purchased Loansthis Agreement. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Repo AgentBuyer’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 in Buyer’s sole discretion.
(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 Assets and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit or, as applicable, shall cause to be deposited, all Income with respect to the Purchased Loans Assets 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)Controlled Account, all in such manner as shall be reasonably acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the 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 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 LoansBuyer.
(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 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.
(ge) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer the Servicing Agreement or the Servicing Acknowledgment 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 such Purchased Loan Asset 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer.
(kf) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans Assets on a servicing released basisbasis 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
Sources: 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 Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Guarantor hereby agrees to service the related Purchased Underlying Mortgage Loans and Underlying REO Properties consistent with the degree of skill and care that such Servicer Guarantor customarily exhibits requires with respect to similar mortgage loans Underlying Mortgage Loans and Underlying REO Properties owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, Guarantor shall service the Underlying Mortgage Loans and shall ensure that each permitted sub-servicer will, Underlying REO Properties in accordance with this Agreement. Guarantor hereby agrees 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Underlying Mortgage Loans and Underlying REO Properties or any payment thereunder. Buyer may terminate the servicing of any Underlying Mortgage Loan with the then existing servicer in accordance with Section 19(d) hereof.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 Guarantor shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Guarantor with respect to any Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) Each Seller shall cause each Servicer To the extent required by Section 6(b)(i) 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 such Servicer and any permitted sub-servicer (if applicableSection 6(c) hereof, Guarantor shall deposit all Income with respect to collections received by it on behalf of Seller on account of the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties 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 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 into the applicable Collection Account within no later than 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 Loansfollowing receipt.
(fd) Upon the occurrence and during the continuation of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)or Termination Event hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Assets, Pledged Assets, Underlying Mortgage Loans under the related Servicing Agreement and Underlying REO Properties without payment of any penalty or termination fee fee. Guarantor 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 Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties to a successor servicer approved appointed by Repo Agent ▇▇▇▇▇ in its sole discretion. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event 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. Upon the occurrence and during the continuation of an Event of Default or Termination Event hereunder, Guarantor will comply with the Buyer’s instructions with respect to the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties, to the extent permitted by applicable law.
(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.
(he) If either Guarantor or Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller by contract for managing or servicing any such Purchased Loan Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased LoansAssets, such Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties, Seller shall promptly notify Repo Agent and promptly remedy any non-complianceBuyer.
(if) Upon For the avoidance of doubt, neither Seller nor Guarantor shall retain any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 economic rights to the designee servicing of Buyer the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties; provided that Guarantor shall continue to service the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties hereunder as directed by Repo Agentpart of its Obligations hereunder. The delivery of servicing files of any Servicer As such, Seller and Guarantor expressly acknowledge that the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties are sold or either Sellerpledged to Buyer, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s on a “servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to released” basis.
(and if a Seller owns or possesses Servicing Rights, such g) Seller shall, with respect to any Servicer (other than Guarantor), provide promptly to Buyer (i) service a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Assets, Pledged Assets, Underlying Mortgage Loans in accordance with and Underlying REO Properties, advising such Servicer of such matters as Buyer may reasonably request, including recognition by the terms of this Agreement and for the benefit Servicer of Buyer.
(j) The Servicer may hire a sub-servicer to service ’s interest in such Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties and the Purchased Loans, but only with the consent Servicer’s agreement that upon receipt of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement notice of any such sub-servicer.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred from Buyer, it will follow the instructions of Buyer with respect to the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and be continuing, sell the Servicing Released Purchased Loans on a servicing released basisUnderlying REO Properties and any related Income with respect thereto.
Appears in 2 contracts
Sources: Amended and Restated Master Repurchase Agreement (Rocket Companies, Inc.), Master Repurchase Agreement (Rocket Companies, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Guarantor hereby agrees to service the related Purchased Underlying Mortgage Loans and Underlying REO Properties consistent with the degree of skill and care that such Servicer Guarantor customarily exhibits requires with respect to similar mortgage loans Underlying Mortgage Loans and Underlying REO Properties owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, Guarantor shall service the Underlying Mortgage Loans and shall ensure that each permitted sub-servicer will, Underlying REO Properties in accordance with this Agreement. Guarantor hereby agrees 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Underlying Mortgage Loans and Underlying REO Properties or any payment thereunder. Buyer may terminate the servicing of any Underlying Mortgage Loan with the then existing servicer in accordance with Section 19(d) hereof.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 Guarantor shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Guarantor with respect to any Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) 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 such Servicer and any permitted sub-servicer (if applicable) Guarantor shall deposit all Income with respect to collections received by it on behalf of Seller on account of the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties 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 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 into the applicable Collection Account within no later than 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 Loansfollowing receipt.
(fd) Upon the occurrence and during the continuation of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)or Termination Event hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Assets, Pledged Assets, Underlying Mortgage Loans under the related Servicing Agreement and Underlying REO Properties without payment of any penalty or termination fee fee. Guarantor 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 Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event 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. Upon the occurrence and during the continuation of an Event of Default or Termination Event hereunder, Guarantor will comply with the Buyer’s instructions with respect to the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties, to the extent permitted by applicable law.
(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.
(he) If either Guarantor or Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller by contract for managing or servicing any such Purchased Loan Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased LoansAssets, such Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties, Seller shall promptly notify Repo Agent and promptly remedy any non-complianceBuyer.
(if) Upon For the avoidance of doubt, neither Seller nor Guarantor shall retain any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 economic rights to the designee servicing of Buyer the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties; provided that Guarantor shall continue to service the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties hereunder as directed by Repo Agentpart of its Obligations hereunder. The delivery of servicing files of any Servicer As such, Seller and Guarantor expressly acknowledge that the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties are sold or either Sellerpledged to Buyer, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s on a “servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to released” basis.
(and if a Seller owns or possesses Servicing Rights, such g) Seller shall, with respect to any Servicer (other than Guarantor), provide promptly to Buyer (i) service a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Assets, Pledged Assets, Underlying Mortgage Loans in accordance with and Underlying REO Properties, advising such Servicer of such matters as Buyer may reasonably request, including recognition by the terms of this Agreement and for the benefit Servicer of Buyer.
(j) The Servicer may hire a sub-servicer to service ’s interest in such Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties and the Purchased Loans, but only with the consent Servicer’s agreement that upon receipt of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement notice of any such sub-servicer.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred from Buyer, it will follow the instructions of Buyer with respect to the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and be continuing, sell the Servicing Released Purchased Loans on a servicing released basisUnderlying REO Properties and any related Income with respect thereto.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Rocket Companies, Inc.), Master Repurchase Agreement (Rocket Companies, Inc.)
Servicing. (a) The parties hereto Master Seller, on behalf of itself and each Series Seller, and Buyer agree and acknowledge that all Servicing Rights with respect to the Servicing Retained Purchased Loans will be sold by the applicable Seller transferred hereunder to Buyer on the applicable Purchase Date and such 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 directions or consents to be given to the Servicer of the Purchased Loans (other than 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 respect to all of the Purchased Loans shall automatically terminate and be of no further force and effect. Any amendment, modification or termination, or waiver of any term 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. Buyer hereby agrees that Midland Loan Services, 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 Purchased Loans for the benefit of Buyer in accordance with the terms and conditions of the servicing retained 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 Released Rights with respect to any Purchased Loans will 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 sold required to enter into a Servicer Notice and Agreement. 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 applicable Seller to Buyer on a servicing released basisPurchased Loans.
(b) Each Seller shall contract with Master Seller, on behalf of itself and each Servicer to service the related Purchased Loans consistent with the degree of skill and care Series Seller, agrees 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 Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all servicing records, including but not limited to Seller’s rights in and to any and all Servicing Rights 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 or its designee to service in conformity with this Section 28 and such Servicing Rights are not severable from or any other obligation of Seller to be separated from the Servicing Released Purchased LoansBuyer. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records (if any are in Seller’s possession) and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo Agent’s requestupon the occurrence and during the continuance of an Event of Default.
(dc) Each Seller shall cause Upon the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts occurrence and shall apply during 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 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)continuance of an Event of Default, all in such manner as shall be acceptable to Repo Agent Buyer may, in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or subject to Section 13 and any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into terms in the applicable Collection Account within two Servicing Agreements approved by Buyer (2i) 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 case 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 Facility Event of Default, Repo Agent may exercise such right sell its rights to any or all of termination that may arise 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 shall provide Sellers with notice thereof, and the applicable Sellersub-servicer, if required by Repo Agentany, shall exercise any right to terminate each Servicer’s right to service for the related affected Purchased Loans that it may haveLoan(s)), with or without cause, in each case without payment of any termination fee or any other amount 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 or any of to (i) promptly transfer all data in 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 possession relating to the applicable Purchased Loans to a the successor servicer approved by Repo Agent 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 sole discretion. For possession relating to 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.
applicable Purchased Loans and (giii) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer cooperate and coordinate with the successor servicer and/or Buyer to comply with any permitted subapplicable so-servicer to permit Buyer and Repo Agent to inspect such Servicer’s 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 facilities for of the purpose of satisfying Buyer and Repo Agent applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer or permitted sub-servicer has the ability fails 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 cooperate with Buyer or any other entity responsible to successor servicer in effecting the termination of such Seller for managing or servicing Servicer as servicer of any Purchased Loan has failed to perform fully such Seller’s obligations under or the 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, 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 authority to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause service such Servicer Purchased Loan to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans successor servicer in accordance with the terms of this Agreement hereof and for the benefit of Buyerapplicable Servicing Agreement, Buyer shall be entitled to injunctive relief.
(jd) The If Servicer may hire a sub-servicer is an Affiliate of Seller or Sponsor, the payment of servicing fees shall be subordinate to service the Purchased Loans, but only with the consent payment of Buyer amounts outstanding under any Transaction and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicerthis Agreement.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.
Appears in 2 contracts
Sources: Master Repurchase Agreement, Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that Nationstar Servicer shall, to the Servicing Retained Purchased Loans will be sold by extent it is the applicable Seller 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 Servicer, service the related Purchased Underlying Mortgage Loans and Underlying REO Properties, on Buyer’s behalf, consistent with the degree of skill and care that such Servicer Servicers customarily exhibits require with respect to similar mortgage loans Mortgage Loans and REO Property owned or managed by such Servicers and in accordance with the Accepted Servicing Practices and with the terms of this Agreement, but, in no event, of a lesser standard than the degree of skill and care Nationstar Servicer requires for Mortgage Loans it services for its own account.
(b) Nationstar Servicer shall (and shall cause each Servicer to) submit all claims required to realize on the FHA insurance within the timeframes prescribed by HUD, under Seller’s HUD mortgagee number.
(c) Seller Parties or Nationstar Servicer, on Buyer’s behalf, may contract with one or more Servicers to service the Underlying Mortgage Loans and Underlying REO Properties consistent with the degree of skill and care that Nationstar Servicer customarily requires with respect to similar Mortgage Loans and REO Properties owned or managed by such Servicers and in accordance with Accepted Servicing Practices. Each The Nationstar Servicer shall, shall (and the Seller shall ensure that cause each permitted sub-servicer will, Servicer to) (i) comply in all material respects 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, hereunder and (iii) comply with the Servicing Standard and (iv) not materially impair the rights of Buyer in any Purchased Underlying Mortgage Loans and Underlying REO Properties or any payment thereunder.
(c) Each Seller agrees with respect to the . The form and substance of any Servicing Released Purchased Loans Agreement shall be approved by Buyer and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner Buyer shall be an intended third-party beneficiary of all Servicing Rights and Servicing Records and such Servicing Rights are Agreement. Buyer may terminate the servicing of any Mortgage Loan or Underlying REO Property with the then existing servicer in accordance with Section 19(d) hereof. Any Servicing Agreement shall not severable from be materially amended without the written consent of Buyer, which may be granted or to be separated from withheld in its sole good faith discretion; provided, that the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) provide the Buyer with written notice of any amendment of such Servicing Records and to deliver them promptly to Buyer or its designee (Agreement, including Custodian) at Repo Agent’s requesta copy of such amendment.
(d) Each Nationstar Servicer shall, and Seller Parties shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Nationstar Servicer and Servicer with respect to any Purchased Loans Asset, Underlying Mortgage Loan and Underlying REO Properties in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(e) Each Nationstar Servicer shall, and Seller shall cause each the Servicer and any to, deposit all collections received by Servicer on behalf of Seller on account of the Early Buyout Assets (other permitted sub-servicers than Performing Modification Early Buyouts) subject to execute a Servicer Acknowledgement acknowledging Buyer’s interest Transaction in the related Purchased Loans and the related Servicing Agreement and agreeing that 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 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 into the applicable Collection Account within no later than 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 Loansfollowing receipt.
(f) Seller shall, provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties, advising such Servicer of such matters as Buyer may reasonably request, including recognition by the Servicer of Buyer’s interest in such Purchased Assets, Underlying Mortgage Loans and Underlying 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 Assets, Underlying Mortgage Loans and Underlying REO Properties and any related Income with respect thereto.
(g) Upon the occurrence and during the continuation of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)or a Termination Event, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Assets, Underlying Mortgage Loans under the related Servicing Agreement and Underlying REO Properties without payment of any penalty or termination fee fee. Each of Nationstar Servicer 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 Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event 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.
(g) To . Upon the occurrence and during the continuation of an Event of Default or Servicer Termination Event hereunder, Nationstar Servicer will comply with the Buyer’s instructions with respect to the Purchased Assets, Underlying Mortgage Loans and the Underlying REO Property, 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 Acknowledgmentby applicable law.
(h) If either Nationstar Servicer or Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller by contract for managing or servicing any such Purchased Loan Asset, Underlying Mortgage Loans and Underlying REO Properties has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased LoansAssets, such Underlying Mortgage Loans and Underlying REO Properties, Seller or Nationstar Servicer shall promptly notify Repo Agent and promptly remedy any non-complianceBuyer.
(i) Upon For the avoidance of doubt, no Seller Party, Guarantor nor Servicer retains any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 economic rights to the designee servicing of the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties; provided that the Nationstar Servicer shall continue to service the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties hereunder as part of its Obligations hereunder. As such, each Seller Party and Guarantor expressly acknowledges that the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties are sold to Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Sellertransferred to REO Subsidiary, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a “servicing released released” basis.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Mr. Cooper Group Inc.), Master Repurchase Agreement (Mr. Cooper Group Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, 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 Buyer’s behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, interim service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder.
(c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇shall, ▇▇▇▇▇ 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 to, hold or cause to be held all escrow payments funds collected by Servicer with respect to any Purchased Mortgage Loans in segregated trust accounts accounts, separate and apart from any of Seller’s corporate funds, and shall apply the same for the purposes for which such escrow payments funds 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 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 foregoing, each c. Seller shall, or shall cause the Servicer or any permitted sub-servicer to to, deposit all Income Income, excluding any prepayments in full as set forth in Section 7(d), received by any Servicer on any the Purchased Loans into Assets in the applicable Collection Account within two no later than the fifth (25th) Business Days of 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 Servicer’s receipt thereofremittance is to occur. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance 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 no later a servicer other than Seller, or if the next occurring Servicer Remittance Date, net servicing of any amounts that Purchased Mortgage Loan is to be transferred from Seller to a Servicer other than Seller, Seller shall, prior to such Servicer is expressly permitted in 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 (as modified by the related each, a “Servicer Acknowledgment) Side Letter”), in form and substance substantially similar to withdraw or retain with respect to such Purchased LoansExhibit F hereto.
(f) Upon e. The Buyer shall have the occurrence of a Servicer Termination Event with respect right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage 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 Eventfee. 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent Buyer and promptly remedy any non-compliance.
g. The Servicer’s rights and obligations to interim service the Purchased Mortgage Loans shall terminate on the twentieth (i20th) 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 Buyer prior to such date. For purposes of this provision, notice provided by electronic mail shall constitute written notice. Upon any termination of a Servicer as provided hereintermination, in the Servicer Acknowledgment or in the related Servicing 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)servicing, including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agentthe Buyer. The Servicer’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related servicing transfer date, Sellers the Servicer shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Mortgage Loans in accordance with the terms of this Agreement and for the 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, (ji) The Servicer may hire a sub-servicer provide Buyer with the related Servicing Agreement pursuant to which such subservicer shall service the Purchased such Mortgage Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment 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. The Servicer 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.
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 of the Purchased Mortgage Loans. Buyer for its obligations shall also have the right to Seller obtain copies of all Records and Buyer notwithstanding files of the engagement of any such sub-servicerServicer relating to the Purchased Assets, including all documents relating to the Purchased Mortgage Loans and the servicing thereof.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.
Appears in 2 contracts
Sources: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement (Stonegate Mortgage Corp)
Servicing. (a) The parties hereto agree and acknowledge that a. Pursuant to the Servicing Retained Purchased Loans will be sold by the applicable Agreement, Seller 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 has contracted with each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Seller and 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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.
(c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments funds were collected.
(e) Each c. Seller shall and shall cause each the Servicer and any other permitted sub-servicers to execute 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 Acknowledgement acknowledging 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 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 the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(f) e. Upon the occurrence and continuation of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage 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 under 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 Seller and the Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
g. Servicer shall service the Purchased Mortgage Loans on behalf of Buyer for ninety (j90) The 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 shall cause the Servicer may hire a sub-servicer to continue to service the Purchased LoansMortgage Loans hereunder as part of the Obligations hereunder. As such, but only with the consent of Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a “servicing released released” basis.
Appears in 2 contracts
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer Purchaser on a “servicing retained 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 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) to cause Servicer to service the Purchased Assets, and Seller shall, at Seller’s sole cost and expense, cause Servicer to service the Purchased Assets in accordance with the Servicing Released 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 Loans will be sold by Asset without first having given prior notice thereof to Purchaser in each such instance and receiving the applicable Seller to Buyer on a servicing released basisprior written consent of Purchaser.
(b) Each The obligation of Servicer (or Seller shall contract with each Servicer to cause Servicer) to service any of the related Purchased Loans consistent with Assets shall cease, at Purchaser’s option, upon the degree earliest of skill and care that such (i) Purchaser’s termination of 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 regulationsArticle 29(c), (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) comply the transfer of servicing to any other Servicer (approved in accordance with the Servicing Standard definition of Servicer) and the assumption of such servicing by such other Servicer (iv) not impair approved in accordance with the rights definition of Buyer 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 Loans or any payment thereunderAssets to another Servicer approved by Purchaser as expeditiously as possible.
(c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇Purchaser may, ▇▇▇▇▇ 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 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 foregoing, each Seller shall, or shall cause terminate Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans 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 any Purchased Loans.
Asset (fi) Upon upon the occurrence of a default by Servicer Termination under the Servicing Agreement or any applicable Servicer Letter or (ii) during the continuance of an Event with respect to 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 provided no Event of Default has occurred and is continuing), the applicable Seller Purchaser shall terminate such Servicer’s not exercise its right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee terminate Servicer so long as Seller (x) removes such Servicer and shall appoint identifies a successor replacement servicer acceptable to Repo Agent Purchaser within five (5) Business Days of such default and (y) enters into a Servicing Agreement and, if applicable, a Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans Letter with such replacement servicer acceptable to such successor servicer Purchaser within sixty (60) calendar days of such Servicer Termination Event. Upon the occurrence of an Event of Defaultdefault.
(d) Seller shall not, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereofnot permit Servicer to, 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 employ any other amount to such Servicer or any of its agents or sub-servicers to service the extent permitted Purchased Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by the related Servicing Agreement. In any case where Servicer is so terminateda sub-servicer, Sellers Seller shall irrevocably assign all rights, title and Servicers shall cooperate interest in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its 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 agreements with such sub-servicer to permit Buyer Purchaser.
(e) Seller shall cause Servicer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted any 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be Assets in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until In the related servicing transfer dateevent Purchaser is not a party to the Servicing Agreement, Sellers Seller shall cause such 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 if a Seller owns agreeing to remit all Income received with respect to the Purchased Asset to the Collection Account in accordance with Article 5(e) or possesses Servicing Rights, such Seller shall) service the related Purchased Loans as otherwise directed by Purchaser in accordance with the terms of this Agreement and for the benefit of BuyerServicer Letter.
(jf) The Servicer may hire a sub-servicer Seller agrees that Purchaser is the owner of all servicing records related to service the Purchased LoansAssets, including but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable not limited to the Buyer for 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 covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Purchaser or its obligations to Seller and Buyer notwithstanding designee (including the engagement of any such sub-servicerCustodian) at Purchaser’s request.
(kg) Buyer may, in its sole The payment of servicing fees shall be solely the responsibility of Seller and absolute discretion if an Event shall be subordinate to payment of Default shall have occurred amounts outstanding and be continuing, sell due to Purchaser under the Servicing Released Purchased Loans on a servicing released basisTransaction Documents.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer on a “servicing retained 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 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 Purchased Assets, and Seller shall, at Seller’s sole cost and expense, cause the Servicer to service the Purchased Assets in accordance with the Servicing Released Agreement and this Article 27 for the benefit of Buyer. Notwithstanding the foregoing, Seller shall not take any Significant Modification of any Purchased Loans will be sold by the applicable Seller Asset without first having given prior notice thereof to Buyer on a servicing released basisin each such instance and receiving the prior written consent of Buyer.
(b) Each The obligation of Servicer (or Seller to cause Servicer) to service any of the 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 contract 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 related Purchased Loans consistent 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 degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and Purchased Assets in accordance with Accepted Servicing Practices. Each Seller shall cause Servicer shall, (at the request of Buyer) and shall ensure that each permitted any sub-servicer will, servicers engaged by Seller to execute a letter agreement with Buyer substantially in the form attached as Exhibit IX hereto (ia “Servicer Letter”) comply with acknowledging Buyer’s security interest in the Purchased Assets and agreeing to remit 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 Income received with respect to the Servicing Released Purchased Loans and Asset to the Collection Account in accordance with Article 5(e) or as between such otherwise directed by Buyer in accordance with the Servicer Letter.
(f) Seller and ▇▇▇▇▇, ▇▇▇▇▇ agrees that Buyer is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are servicing records relating to the Purchased Assets, including but not severable from or limited to be separated from the Servicing Released 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 LoansAssets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Such Seller covenants to safeguard (and or to cause each Servicer and permitted sub-servicer to safeguardto) any safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’s request.
(dg) Each The payment of servicing fees shall be solely the responsibility of 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 be subordinate to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that 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 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 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 amounts outstanding and shall appoint a successor servicer acceptable due 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 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 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-complianceDocuments.
(i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Seven Hills Realty Trust), Master Repurchase Agreement (Tremont Mortgage Trust)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 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 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 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 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 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Angel Oak Mortgage, Inc.), Master Repurchase Agreement (Angel Oak Mortgage, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, 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 Buyer’s behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Seller and 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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.
(c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments funds were collected.
(e) Each c. Seller shall and shall cause each 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 any other permitted sub-servicers upon Buyer’s request, Seller shall provide promptly to execute Buyer a Servicer Acknowledgement acknowledging 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 the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(f) e. Upon written notice, Buyer shall have the occurrence of a Servicer Termination Event with respect right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage 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 Eventfee. 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The g. For the avoidance of doubt, 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 may hire a sub-servicer to continue to service the Purchased LoansMortgage Loans hereunder as part of its Obligations hereunder. As such, but only with the consent of Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a “servicing released released” basis.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Impac Mortgage Holdings Inc), Master Repurchase Agreement (Impac Mortgage Holdings Inc)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 cause the Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits required with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practicesall applicable industry standards. Each The Seller shall cause the Servicer shall, and shall ensure that each permitted sub-servicer will, 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The Seller shall cause the related Servicer to hold or cause to be held all escrow payments 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 escrow payments funds were collected.
(ec) Each The Seller shall cause each the 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 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 foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income collections received by any the Servicer on any account of the Purchased Mortgage Loans 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 Loanstwo Business Days following receipt.
(fd) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Default or Event of Default has occurred and is continuing)hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee and fee. The Seller shall appoint a successor servicer acceptable cause the Servicer 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(he) If either Seller the Servicer should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such the Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Sellerthe Servicer’s obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such the 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Homebanc Corp), Master Repurchase Agreement (Homebanc Corp)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, 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 Buyer’s behalf, shall service or contract with each a Servicer to interim service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it such Servicer and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable FederalRequirements of Law, 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 under the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunderAgreement.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments funds were collected.
(ec) 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 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 foregoing, each Seller shall, or shall cause the Servicer or and any permitted sub-interim servicer to to, deposit all Income collections received by any 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 Loans into the applicable Collection Account within two 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, (2i) 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 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, (as modified ii) obtain Buyer’s prior written consent to the use of such servicer 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 notice or letter agreement, executed by the related Buyer, Seller and such Servicer Acknowledgment) (each, a “Servicer Side Letter”), in form and substance acceptable to withdraw or retain Buyer with respect to such Servicer. In no event shall Seller’s use of a Servicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans 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.
(fd) Upon the occurrence and continuation of an Event of Default hereunder or a Servicer Termination Event with respect Event, Buyer shall have the right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement (subject to the related servicing transfer period) 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 Eventfee. 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(he) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible by contract to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent Buyer and promptly remedy any non-compliance.
(if) The Servicer’s rights and obligations to interim service the Purchased Mortgage Loans shall 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 Buyer 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 full by Seller in accordance with the provisions of this Agreement and therefore is no longer subject to a Transaction. Upon any termination in accordance with the first sentence of a Servicer as provided hereinthis Subsection 18(f), in the Servicer Acknowledgment or in the related Servicing 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)servicing, including, without limitation, delivery of all servicing files in Servicer’s possession to the designee of Buyer as directed by Repo Agentthe Buyer. The Servicer’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related date the servicing transfer dateis transferred, Sellers the Servicer shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Mortgage Loans in accordance with the terms of this Agreement and for the benefit of the Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 2 contracts
Sources: Master Repurchase Agreement and Securities Contract (Home Point Capital Inc.), Master Repurchase Agreement (Home Point Capital Inc.)
Servicing. (a1) The parties hereto agree and acknowledge that Pursuant to the Servicing Retained Purchased Loans will be sold by the applicable Agreement, Seller to Buyer Parties, on a servicing retained basis Administrative Agent’s and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis.
(b) Each Seller Buyers’ behalf, shall contract have contracted with each Servicer to service the related Purchased Mortgage Loans and REO Properties consistent with the degree of skill and care that such Servicer Seller Parties customarily exhibits require with respect to similar mortgage loans Mortgage Loans and REO Properties owned or managed by it and in accordance with Accepted Servicing Practices. Each The Seller Parties and 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer Administrative Agent and Buyers in any Purchased 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.
(c2) Each Seller agrees with respect to the Servicing Released Purchased Loans Parties shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments funds were collected.
(e3) Each Seller Parties shall and shall cause each the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans and any other permitted sub-servicers REO Property in accordance with Section 7 hereof.
(4) Seller Parties shall provide to execute Administrative Agent a Servicer Acknowledgement acknowledging Buyer’s interest in Notice and Pledge addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans and the related Servicing Agreement and agreeing that 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 any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the REO Properties and any 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 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 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 Loansthereto.
(f5) Upon the occurrence and continuation of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder, Administrative Agent shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement and REO Properties 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 under 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 Seller Parties and the Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans and REO Properties to a successor servicer approved appointed by Repo Administrative Agent on behalf of Buyers in its sole discretion. For the avoidance of doubt doubt, any termination of a the Servicer’s rights to service by Repo the Administrative Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyerthe Administrative Agent’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.
(h6) If either Seller Parties should discover that, for any reason whatsoever, such Seller, any Servicer Seller Parties or any other entity responsible to such Seller Parties for managing or servicing any such Purchased Mortgage Loan or REO Property has failed to perform fully such Seller’s Seller Parties’ obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased LoansMortgage Loans and REO Properties, such Seller Parties shall promptly notify Repo Agent and promptly remedy any non-complianceAdministrative Agent.
(i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 2 contracts
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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. In furtherance of the foregoing, 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 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 obligation of Servicer to service any Purchased Loan for the benefit of or on behalf of Buyer as aforesaid shall cease upon the repurchase of such Purchased Loan by Seller in accordance with the provisions of this Agreement or as otherwise provided in the Servicing Acknowledgement.
(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 Servicing Released Purchased Loans and that, as between such 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 Rights and Servicing Records and such Servicing Rights Records”) so long as the Purchased Loans are not severable from or subject to be separated from the Servicing Released Purchased Loansthis Agreement. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’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 unreasonably withheld.
(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 engaged on behalf of Buyer to execute a Servicer Servicing Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such the 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)Blocked Account, all in such manner as shall be reasonably acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the 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 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 LoansBuyer.
(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 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.
(ge) 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 such 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer.
(kf) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basisbasis 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
Sources: Master Repurchase Agreement, Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, 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 Buyer’s behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Seller and 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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.
(c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments funds were collected.
(e) Each c. Seller shall and shall cause each the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the the account set forth in Section 9 upon an Event of Default.
d. In the event there is a third party Servicer and any other permitted sub-servicers upon Buyer’s request, Seller shall provide promptly to execute Buyer a Servicer Acknowledgement acknowledging 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 the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(f) e. Upon written notice, Buyer shall have the occurrence of a Servicer Termination Event with respect right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage 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 Eventfee. 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The g. 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 shall cause the Servicer may hire a sub-servicer to continue to service the Purchased LoansMortgage Loans hereunder as part of its Obligations hereunder. As such, but only with the consent of Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a “servicing released released” basis.
Appears in 1 contract
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, 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 Buyer’s behalf, shall contract with require each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits uses with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Seller shall cause each Servicer shall, and shall ensure that each permitted sub-servicer will, to (i) comply with all applicable Federal, State and local laws and regulations, regulations and (ii) maintain all state and federal licenses necessary for it Servicer to perform its servicing responsibilities hereunder, and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder.
(c) Each Seller agrees with respect b. Subject to the Servicing Released Purchased Loans applicable Servicer Notice and as between such Seller and ▇▇▇▇▇Agreement, ▇▇▇▇▇ 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 each Servicer to hold or cause to be held all escrow payments any Escrow Payments collected by such Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments Escrow Payments were collected.
(e) Each . Subject to the applicable Servicer Notice and Agreement, 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 such Servicer and any permitted sub-servicer (if applicable) shall deposit segregate all Income received by Servicer with respect to the Purchased Mortgage Loans and hold such Income in trust for the sole and exclusive benefit of Buyer and properly reflect Buyer’s interest in such Income in Servicer’s books and records.
c. Seller shall cause each Servicer to comply with the requirements set forth in Section 7(d).
d. Seller shall cause each Servicer to, prior to the first Purchase Date with respect to any Purchased Mortgage Loan serviced by such Servicer, promptly provide to Buyer a servicer notice in the applicable Collection Account or the Remittance Account as provided in this form of a Servicer Notice and Agreement addressed to and agreed to by Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by Servicer of Buyer’s interest in such Purchased Mortgage Loans and Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, a default by Servicer under the Servicing Agreement (as modified by or a failure of Servicer to comply with 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 terms of the foregoingServicer Notice and Agreement, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into it will follow the applicable Collection Account within two (2) Business Days instructions of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant Buyer with respect to the immediately preceding sentence shall then be remitted Purchased Mortgage Loans and any related Income with respect thereto and provide such information as Buyer may request from time to the Remittance Account by no later than the next occurring Servicer Remittance Datetime, 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 including a reporting tape with respect to such Purchased Mortgage Loans; provided, that prior to receipt of such notice of an Event of Default from Buyer or a default by Servicer under the Servicing Agreement or a failure of Servicer to comply with the terms of the Servicer Notice and Agreement, Servicer may follow the directions and instructions of Seller with respect to Servicer’s duties and obligations under the Servicing Agreement. Upon notice thereof to Servicer from Buyer, the Servicing Agreement and the Servicer Notice and Agreement shall together constitute a separate and distinct servicing agreement for the Purchased Mortgage Loans.
(f) Upon e. Buyer shall have the occurrence of a Servicer Termination Event right, in accordance with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall Servicer Notice and Agreement, to terminate such a Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable fee. If Buyer desires 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 termination, Buyer shall provide Sellers Seller with notice thereof, thereof and the applicable Seller, if required by Repo Agent, Seller shall exercise any right to immediately terminate each such Servicer’s right to service such Purchased Mortgage Loans in accordance with the related Purchased Loans that it may have, in each case without payment terms 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; provided, that prior to the date of termination of the related Servicer by Seller (i) a replacement servicer acceptable to Buyer in its reasonable discretion is selected, (ii) a new servicing agreement with such replacement servicer is entered into and (iii) such replacement servicer enters into a Servicer Notice and Agreement acceptable to Buyer in Buyer’s reasonable discretion. In any case where Seller, Buyer and each Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the of such Purchased Mortgage Loans to a successor servicer approved selected by Repo Agent Buyer or Seller (as applicable) in its 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 accordance with this AgreementSection 11.
(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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any a Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s any of its material obligations under the Transaction Documents or any of the obligations of such entities related Servicing Agreement with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent Buyer and promptly remedy any material non-compliance.
(i) Upon any termination of a Servicer as provided herein, in g. Seller’s rights and obligations to have the Servicer Acknowledgment or in Purchased Mortgage Loans serviced by the related Servicing AgreementServicer shall terminate on the 20th calendar day of each month (and if such day is not a Business Day, Sellers the next succeeding Business Day), unless otherwise directed in writing from Buyer to Seller prior to such date. For the avoidance of doubt, this Section 11(g) shall no longer apply to any Purchased Mortgage Loan that is repurchased in full by Seller in accordance with the provisions of this Agreement and therefore is no longer subject to a Transaction. Upon termination, Seller shall cause such the related 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)to the designee specified by Buyer, including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo AgentBuyer. The related Servicer’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. Seller and the related Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related servicing transfer datedate is established with the designee of Buyer, Sellers Seller shall cause such the related Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Mortgage Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement and Securities Contract (Korth Direct Mortgage Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, 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 Buyer’s behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, interim service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder.
(c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇shall, ▇▇▇▇▇ 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 to, hold or cause to be held all escrow payments funds collected by Servicer with respect to any Purchased Mortgage Loans in segregated trust accounts accounts, separate and apart from any of Seller’s corporate funds, and shall apply the same for the purposes for which such escrow payments funds 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 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 foregoing, each c. Seller shall, or shall cause the Servicer or any permitted sub-servicer to to, deposit all Income Income, excluding any prepayments in full as set forth in Section 7(d), received by any Servicer on any the Purchased Loans into Assets in the applicable Collection Account within two no later than the fifth (25th) Business Days of 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 Servicer’s receipt thereofremittance is to occur. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance 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 no later a servicer other than Seller, or if the next occurring Servicer Remittance Date, net servicing of any amounts that Purchased Mortgage Loan is to be transferred from Seller to a Servicer other than Seller, Seller shall, prior to such Servicer is expressly permitted in 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 (as modified by the related each, a “Servicer Acknowledgment) Side Letter”), in form and substance substantially similar to withdraw or retain with respect to such Purchased LoansExhibit F hereto.
(f) Upon e. The Buyer shall have the occurrence of a Servicer Termination Event with respect right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage 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 Eventfee, 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent Buyer and promptly remedy any non-compliance.
g. The Servicer’s rights and obligations to interim service the Purchased Mortgage Loans shall terminate on the twentieth (i20th) 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 Buyer prior to such date. For purposes of this provision, notice provided by electronic mail shall constitute written notice. Upon any termination of a Servicer as provided hereintermination, in the Servicer Acknowledgment or in the related Servicing 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)servicing, including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agentthe Buyer. The Servicer’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related servicing transfer date, Sellers the Servicer shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Mortgage Loans in accordance with the terms of this Agreement and for the 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, (ji) The Servicer may hire a sub-servicer provide Buyer with the related Servicing Agreement pursuant to which such subservicer shall service the Purchased such Mortgage Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment 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. The Servicer 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,
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 of the Purchased Mortgage Loans. Buyer for its obligations shall also have the right to Seller obtain copies of all Records and Buyer notwithstanding files of the engagement of any such sub-servicerServicer relating to the Purchased Assets, including all documents relating to the Purchased Mortgage Loans and the servicing thereof.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Home Point Capital Inc.)
Servicing. (a) The parties hereto agree Notwithstanding the purchase and acknowledge sale of the Purchased Assets hereby, unless a Default or an Event of Default shall have occurred and is continuing, Seller shall cause the Purchased Assets to be serviced by Servicer or a successor servicer approved by Buyer pursuant to the Servicing Agreement or a different servicing agreement approved by Buyer, in each case in its sole and absolute discretion. It is hereby expressly acknowledged that the Servicing Retained Rights relating to each Eligible Asset purchased by Buyer hereunder have not been severed from the Eligible Asset, remain a part of the Eligible Asset and are transferred with the Eligible Asset. Buyer grants to Seller the right, and Seller accepts the obligation, to service and administer each Purchased Loans will Asset prior to the occurrence and continuance of an Event of Default subject to Buyer’s rights hereunder. Seller agrees and acknowledges that Buyer may, upon the occurrence and during the continuance of an Event of Default, terminate the aforementioned grant to Seller and grant, transfer, assign or sell the right to service each Purchased Asset to another Person at such time and on such date as Buyer may determine in its sole discretion. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be sold by entitled to exercise all voting and corporate rights with respect to the applicable Purchased Assets without regard to Seller’s instructions (including, but not limited to, if an Act of Insolvency shall occur with respect to Seller, Buyer may transfer such servicing to an entity satisfactory to Buyer). Seller shall provide Buyer with prior notice of Seller’s effectuating any Permitted Purchased Asset Modification. In the event Servicer is Seller or an Affiliate of Seller, all servicing accounts relating to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will Assets shall be sold by held at U.S. Bank National Association. Notwithstanding anything contained in this Agreement to the applicable contrary, Seller shall not permit or direct any Servicers to Buyer on a servicing released basismake any Material Purchased Asset Modification without the written consent of Buyer.
(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 Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements with Servicer (the “Servicing Rights 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 grants Buyer a security interest in all rights relating to the Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section 24 and such Servicing Rights are not severable from or any other obligation of Seller to be separated from Buyer subject to the Servicing Released Purchased LoansAgreement. 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 the Custodian) at Repo AgentBuyer’s request.
(dc) Each Seller 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 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. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence of an Event of Default, Buyer shall cause the related Servicer to hold have sole control over all decisions, approvals or cause to be held all escrow payments collected determinations made with respect to the servicing and administration of the Purchased Assets and the exercise of all rights and remedies with respect to the Purchased Assets and the related loan documents evidencing and securing the Purchased Assets, subject to the terms hereof and of the Servicing Agreement, for so long as it remains in effect.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer; provided that the foregoing shall not preclude any Purchased Loans in trust accounts and shall apply the same for the purposes Servicer from employing subservicers for which such escrow payments were collectedit remains responsible in accordance with the Servicing Agreement. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements with respect to the Purchased Assets to Buyer, subject to the terms of this Agreement, including this Section 24. Neither Seller nor Servicer (or any sub-servicer) may assign its rights or delegate its duties and obligations under the Servicing Agreement, except as provided in this Section 24, without the prior written consent of Buyer.
(e) Each Seller shall cause each Servicer and any other permitted sub-servicers engaged on behalf of Seller to execute a Servicer Acknowledgement or similar letter agreement with Buyer acknowledging Buyer’s interest in the related Purchased Loans Assets and the related Servicing Agreement Agreements and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans Assets in the applicable Collection Cash Management Account no less often than monthly on or the Remittance Account as provided in this Agreement and prior to 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 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 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) The payment of servicing fees to Seller or any Affiliate of Seller shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement for so long as Servicer is an Affiliate of Seller.
(g) Upon the occurrence failure of a Servicer Termination Event with respect the Underlying Obligor or other obligor under any Purchased Asset to make 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 required payment of principal, interest or other amounts due under such Purchased Asset, or otherwise to perform fully any penalty material covenants 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 other obligations under any of the related Purchased Loans to such successor servicer loan documents, in either case within sixty any applicable grace period, Seller or Servicer shall promptly notify Buyer in writing, by e-mail and by fax. Seller (60) days of such Servicer Termination Event. Upon or Buyer, following the occurrence and during the continuance of an Event of Default, Repo Agent may exercise such right at Buyer’s option) shall issue notices of termination that may arise and shall provide Sellers with notice thereofdefault, declare events of default, declare due the entire outstanding principal balance, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service otherwise take all actions under 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 loan documents evidencing and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to securing the Purchased Loans to a successor servicer approved by Repo Agent in its 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 AcknowledgmentAsset.
(h) If either Except as otherwise provided in a written consent delivered to Seller should discover thatby Buyer, for any reason whatsoeverSeller shall not, such Seller, nor cause or permit any Servicer or sub-servicer to, obtain or cause Buyer to obtain title to any Mortgaged Property or other entity responsible to collateral securing such Seller for managing Purchased Asset as a result or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents in lieu of foreclosure or any of the obligations of such entities otherwise, and shall not otherwise acquire possession of, or take other action with respect to, any Mortgaged Property or other collateral directly or indirectly securing such Purchased Asset, if, as a result of any such action, Buyer would be considered to the related Purchased Loanshold title to, to be a “mortgagee in possession” of, or to be an “owner” or “operator” of, such Seller shall promptly notify Repo Agent and promptly remedy Mortgaged Property or other collateral directly or indirectly securing such Purchased Asset within the meaning of any non-compliance.
federal, state or local law, rule, regulation or statute (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 any Environmental Laws) or a “discharger or responsible party” thereunder. In the event that title to any of all the Mortgaged Properties or other collateral securing such Purchased Asset is acquired by Buyer or Persons designated by Buyer or by a third party at a foreclosure or trustee’s sale, the servicing files rights of Seller with respect to the designee of such Purchased Asset shall terminate, unless Buyer as shall have agreed or directed by Repo Agent. The delivery of in writing that Seller shall continue to perform servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer respect to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicerMortgaged Property or other collateral.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Benefit Street Partners Realty Trust, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer Purchaser on a “servicing retained released” 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 Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ Purchaser is the owner of all Servicing Rights and Servicing Records and so long as the Purchased Assets are subject to this Agreement. Notwithstanding the foregoing, while no Event of Default exists, each Seller shall be granted a revocable license (which license shall automatically be revoked (i) every thirty (30) days unless Purchaser provides written notice to such Servicing Rights are not severable from or Seller that such license is extended for another thirty (30) days (provided, however, that if Purchaser fails 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) deliver any such Servicing Records notice of renewal, then upon notice from such Seller of such failure, Purchaser shall provide notice to such Seller and Servicer of Purchaser’s election to deliver them promptly extend such thirty (30) day period or not extend such thirty (30) day period and, if such notice of election to Buyer or its designee extend is provided by Purchaser after the expiration of the immediately preceding thirty (including Custodian30) 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 day period, such extension shall apply the same retroactively for the purposes for which period beginning on the last day of such escrow payments were collected.
preceding thirty (e30) Each Seller shall cause each Servicer day period through and any other permitted sub-servicers including the date such notice of election to execute extend is provided by Purchaser), it being acknowledged that Purchaser intends to include such written notice in a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income Purchase Price Differential statement with respect to the Purchased Loans Pricing Rate Period (provided, however, that Purchaser shall have no obligation to provide such written notice in the applicable Collection Account aforesaid manner)) 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 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 into the applicable Collection Account within two (2ii) 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 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 cause Servicer to service the related Purchased Loans that it may haveAssets sold by such Seller, in each case without payment of any termination fee or any other amount and such Seller shall, at such Seller’s sole cost and expense, cause Servicer 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 service the Purchased Loans to a successor servicer approved by Repo Agent Assets in its sole discretion. For accordance with the avoidance applicable Servicing Agreement and this Article 29 and for the benefit of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or Purchaser; provided, however, that while an Event of Default shall be deemed part of an exercise of Buyerexists, the related Seller’s rights license 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 Assets shall be revoked. Notwithstanding the foregoing, no Seller shall take any action or effect any Material Modification without first having given prior notice thereof to Purchaser in this Agreement, the related Servicing Agreement each such instance and receiving written consent of Purchaser. For any Purchased Asset which is a Senior Note or Senior Participation Interest and the related Servicer Acknowledgment.
(h) If either Seller should discover thatholder of which is not the Controlling Holder, for so long as 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 Transaction Documents or any affiliate of the obligations of such entities applicable Seller is the holder of, or has the right to exercise any control rights with respect to any Companion Interest or the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance.
Mortgage Loan and/or Mezzanine Loan (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 as holder of all servicing files a controlling class in a securitization), no such affiliate will take any action or effect any Material Modification under such companion interests or the related Mortgage Loan and/or Mezzanine Loan without the prior written consent of Purchaser as set forth above. Any consent to a Material Modification by Purchaser will not be unreasonably withheld, conditioned or delayed, provided that, for the designee avoidance of Buyer as directed doubt, Purchaser’s determination of reasonableness may be made by Repo Agent. it on an independent basis without regard for what would be considered reasonable for the applicable Seller and Purchaser shall have the rights set forth in Section 3 of the Fee Letter.
(b) The delivery obligation of servicing files Servicer (or the applicable Seller to cause Servicer) to service any of any the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until Article 29(c), (ii) Purchaser not extending the related Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing transfer date, Sellers shall cause to any other Servicer and the assumption of such servicing by such other Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit Agreement. Each Seller agrees to reasonably cooperate with Purchaser in connection with any termination of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased LoansServicer. Upon any termination of Servicer, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 no Event of Default shall have occurred and be continuing, sell Sellers shall at their sole cost and expense transfer the servicing of the effected Purchased Assets to another Servicer approved Purchaser in its reasonable discretion.
(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 Released Agreement and/or any applicable Redirection Letter, as applicable (a “Servicer Termination Event”) or (ii) during the continuance of an Event of Default, either for cause or without cause, in each case, without payment of any penalty or termination fee. Each Seller shall reasonably cooperate with Purchaser to effectuate the removal of any Servicer or any sub-servicer by Purchaser in accordance with this Article 29(c).
(d) Sellers shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Loans on Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by a sub-servicer, the related Seller shall irrevocably assign all rights, title and interest (if any) in the servicing released basisagreements with such sub-servicer to Purchaser; provided that Servicer may delegate certain non-cashiering administrative functions to third-parties without Purchaser’s consent provided that Servicer at all times remains liable for such functions.
(e) Each Seller shall cause Servicer and any sub-servicer to service the Purchased Assets pursuant to the applicable Servicing Agreement and/or the related Purchased Asset Documents or other applicable servicing agreement, as the case may be, in each case in accordance with Accepted Servicing Practices. With respect to each Purchased Asset, the applicable Seller shall, within one (1) Business Day following the related Purchase Date, deliver to each Borrower, issuer of a Participation Interest, servicer (including Servicer pursuant to the Servicing Agreement) or other obligor of such Purchased Asset an irrevocable redirection letter in the form attached as Exhibit XI hereto or such other form as required by Purchaser (a “Redirection Letter”) acknowledging Purchaser’s security interest in the applicable Purchased Assets and instructing the Borrower, issuer or servicer, as applicable, to remit all Income received with respect to the Purchased Asset to the applicable Servicer Account or Collection Account in accordance with Article 5 or as otherwise directed by Purchaser in accordance with such Redirection Letter. If a Borrower, issuer, servicer or other obligor forwards any Income with respect to a Purchased Asset to any Seller or to any of its Affiliates rather than directly to the applicable Servicer Account, such Seller shall deliver an additional Redirection Letter to such Person, with a simultaneous copy to the applicable Servicer, and Purchaser, and make other commercially reasonable efforts to cause such Person to forward such amounts directly to the applicable Servicer Account.
(f) Each Seller agrees that, upon Purchaser’s purchase of each Purchased Asset, 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. Each Seller covenants to (or use commercially reasonable efforts to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Purchaser or its designee (including Custodian) at Purchaser’s request.
(g) The payment of servicing fees shall be solely the responsibility of Sellers and shall be subordinate to payment of amounts outstanding and due to Purchaser under the Transaction Documents (except as expressly set forth in the Transaction Documents).
Appears in 1 contract
Sources: Master Repurchase Agreement (Blackstone Private Real Estate Credit & Income Fund)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, 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 Buyer’s behalf, shall contract with each Servicer one or more Servicers to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Servicers customarily exhibits require with respect to similar mortgage loans Mortgage Loans owned or managed by it such Servicers and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) 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 17(e) hereof. 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 Servicing Agreement, including a copy of such amendment.
(b) The Holdback Servicer shall hold the aggregate Holdback Amount for all Purchased Loans Assets for the benefit of Buyer. The Holdback 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 with respect to any Holdback Amount and (iii) not impair the rights of Buyer in any Holdback Amount or any payment thereunder.
(c) Each Seller agrees with respect to shall cause the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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-any interim servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s requestdeposit all collections received by Seller on account of the Purchased Assets in the Collection Account in accordance with the provisions of Section 5(b).
(d) Each As compensation for its services under the Servicing Agreement the Servicer shall be entitled to the Servicing Fee pursuant to the Servicing Agreement. The Seller shall cause be responsible to pay all the related fees and expenses of the Servicer to hold out of the Servicing Fee 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 collectedits own funds.
(e) Each The Seller shall cause each Servicer and any other permitted sub-servicers provide promptly to execute the Buyer a Servicer Acknowledgement acknowledging Buyer’s interest in Notice addressed to and agreed to by the Servicer of the related Purchased Loans and the related Servicing Agreement and agreeing that 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 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 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.Assets
(f) Upon the occurrence and during the continuance of a Servicer Termination Event Event, the Buyer shall have the right to immediately terminate the Servicer’s rights to service the Purchased Assets under the Servicing Agreement in accordance with respect the related Servicer Notice. Seller and Servicer shall cooperate in transferring the servicing of the Purchased Assets to any Servicer a successor servicer selected by Seller and approved by Buyer in its sole discretion exercised in good faith. To the extent (and provided no i) Seller fails to select a successor servicer within [***] or (ii) an Event of Default has occurred and is continuing)continuing hereunder, the applicable Seller Buyer 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 select 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 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 by contract for managing or servicing any Purchased such Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(jh) The Seller shall provide, or shall cause Servicer may hire a sub-servicer to service the Purchased Loans, but only provide Buyer with the consent values included in any updated BPO or Appraisal with its then-current monthly servicing reports, and copies of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to the updated BPOs or Appraisals, if requested by Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Finance of America Companies Inc.)
Servicing. (a) The parties hereto agree and acknowledge that Until Fifth Third gives notice to Client of the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on designation of 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 new 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 shallas provided herein, Client is hereby designated as, 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 hereby agrees to perform its servicing responsibilities hereunderthe duties and obligations of, (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 servicer pursuant to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is terms hereof (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“Servicer”) 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 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 Receivables; provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment)that, all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the 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 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 group of Purchased Receivables, Client (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 solely in its sole discretion. For the avoidance capacity as Servicer) may, at any time, upon prior written notice to Fifth Third, designate any affiliate of doubt any termination of a Servicer’s rights to service by Repo Agent Client 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 hereunder; provided, however, that such Servicer’s servicing facilities affiliate shall not become Servicer and, notwithstanding any such delegation, Client shall remain liable 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 Transaction Documents or any performance of the duties and 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement without diminution of such liability by virtue of such delegation and to the same extent and under the same terms and conditions as if Client alone were performing such duties and obligations. The parties agree that Guarantor shall serve as the initial such sub-servicer hereunder. Client acknowledges that Fifth Third has relied on the agreement of Client to act as Servicer hereunder in making its decision to execute and deliver this Agreement. Accordingly, Client agrees that it shall not voluntarily resign as Servicer. In consideration of the performance by Servicer of its obligations hereunder with respect to Purchased Receivables under a particular Schedule A, Servicer shall be entitled to receive the Servicing Fee from Fifth Third. Such Servicing Fee shall be payable in advance with respect to each Schedule A or supplemental Schedule A, on or prior to the Effective Date thereof. Furthermore, to the extent collected by Client, Client shall be entitled to receive and retain an amount equal to Remittances collected on Purchased Receivables in excess of the aggregate amount of the Agreed Base Values (as of the relevant Effective Date) for such Purchased Receivables as an “Incentive Servicing Fee.” If an Event of Default or Servicer Default occurs hereunder, (i) Fifth Third may designate as Servicer with respect to all or any portion of the Purchased Receivables any person (including Fifth Third or any of its affiliates) to succeed Client or any successor Servicer, on the condition in each case that any such person so designated shall agree to perform the duties and obligations of Servicer pursuant to the terms hereof, and Client agrees that it shall reimburse Fifth Third for all increase in costs, expenses or fees incurred by it as a result of, or in connection with, such designation, and (ii) Fifth Third shall have the right to setoff any Servicing Fee owed to Client pursuant to this Section 6(a) against the amount of any of Client’s indemnity or other obligations hereunder.
(b) Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer, service and collect each Purchased Receivable from time to time (including without limitation minimizing the amount of any Credits and keeping a proper accounting of any Credits that are asserted by an Account Debtor), all at the Servicer’s expense and in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with any credit and collection policy agreed to by Client and Fifth Third with respect to a Purchased Receivable; provided, however, that Servicer shall not extend the maturity of any Purchased Receivable without Fifth Third’s prior consent, which consent shall not be unreasonably withheld. In addition, Servicer shall remit any and all Remittances received with respect to any Purchased Receivables to Fifth Third in accordance with the terms of Section 1(b)(4), and shall likewise forward all other payments and fees owed to Fifth Third pursuant to the terms hereof. Without Fifth Third’s consent, Client, in its capacity as Servicer, shall not take any action (or omit to take any action that it would customarily take in servicing Receivables) where such action (or inaction) with respect to any Purchased Receivable is reasonably likely to impair Fifth Third’s rights therein or the enforceability, value or collectibility thereof. Without limiting the foregoing, Client, in its capacity as Servicer, shall not take any action (or omit to take any action that it would customarily take in servicing Receivables) that results in preferential treatment for Receivables of an Account Debtor that do not constitute Purchased Receivables. Servicer shall have the right to directly communicate with any Account Debtor with respect to Purchased Receivables (and, in the case of clause (ii), to commence collection proceedings with Fifth Third’s consent on Fifth Third’s behalf): (i) to obtain current information not already provided on such Account Debtor’s financial condition and creditworthiness, and (ii) to determine if any portion of any Purchased Receivable is past due. Notwithstanding anything to the contrary contained herein, upon the occurrence and continuance of an Event of Default or to the extent any Purchased Receivable is a Delinquent Receivable, Fifth Third may direct Servicer, at Fifth Third’s sole expense, to commence or settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon or repossess any underlying security related thereto.
(c) If Client is not Servicer, then Client shall deliver to Servicer and Servicer shall hold for the benefit of Buyer.
Client and Fifth Third in accordance with their respective interests, all records and documents (jincluding computer tapes or disks) The with respect to each Purchased Receivable. Servicer may hire a shall hold (and shall cause each sub-servicer to service hold) in trust (and, during the Purchased Loanscontinuance of an Event of Default, but only with at the consent request of Buyer and provided that such sub-servicer execute a Fifth Third, segregate) for Fifth Third’s benefit, any Remittances received by Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of (or any such sub-servicer) with respect to the Purchased Receivables, and distribute the same to Fifth Third in accordance with the terms of Section 1(b)(4) or otherwise upon Fifth Third’s direction. Servicer agrees to make its records, files and books of account available to Fifth Third on request, and to allow Fifth Third and its agents and representatives to visit Servicer’s premises upon reasonable notice and during normal business hours to examine such records, files and books of account, to make copies or extracts thereof, and to conduct such examinations as Fifth Third deems necessary. In addition, on the fifteenth calendar day of each month, Servicer shall deliver to Fifth Third a statement of its account showing all accountings relating to all Purchased Receivables as of the last day of such month. Such statements of account shall be deemed correct and binding absent manifest error, unless Servicer receives a written statement from Fifth Third to the contrary within five (5) days after same is received by Fifth Third.
(kd) Buyer mayFor all Purchased Receivables which are past due for any reason, but excluding those Purchased Receivables which are past due solely as a result of a Repurchase Event, Servicer shall immediately notify Fifth Third and provide to Fifth Third, promptly (and in its sole any event within one business day), each of the following: (i) a copy of the applicable Account Debtor’s purchase order and/or a signed confirmation thereof or a signed confirmation of the delivery of goods thereunder; (ii) a copy of each outstanding invoice (in electronic or paper form) and absolute discretion if all credit memoranda; (iii) a notarized statement of account; (iv) at Fifth Third’s request, copy of all correspondence to and from the applicable Account Debtor relating to such Purchased Receivables; (v) a copy of Servicer’s complete collection file on the applicable Account Debtor relating to such Purchased Receivables; (vi) all guarantees, collateral documents and security agreements relating to such Purchased Receivables, (vii) proof of delivery of goods or rendering of services relating to such Purchased Receivables, and (viii) such other documents and information that Fifth Third may reasonably request relating to such Purchased Receivables. Further, with respect to any Purchased Receivable that is a Delinquent Receivable and that has not been repurchased by Client, Servicer shall provide to Fifth Third upon request (promptly, and in any event within one business day) (x) a true and complete copy of any contract relating to such Purchased Receivable, together with any modifications or side letters related thereto, each written in English, and (y) any other evidence of nonpayment of such Purchased Receivable as may reasonably be requested by Fifth Third.
(e) The occurrence of any one or more of the following events shall constitute a “Servicer Default” hereunder:
(a) Servicer shall fail to perform or observe any term, covenant or agreement hereunder and such failure shall remain unremedied for ten (10) days following Fifth Third’s written notice thereof to Servicer, or (b) Servicer shall fail to make any payment or deposit to be made by it hereunder when due; or
(2) any representation, warranty, certification or statement made by the Servicer in this Agreement or in any other document shall prove to have been incorrect in any material respect when made or deemed made; or
(3) an Event of Default Default; or
(4) if any Purchased Receivable is not paid (or repurchased) or rescinded within 5 Business Days of a Repurchase Event or Rescission Event, as applicable.
(f) Notwithstanding any other provision of this Agreement, during the continuance of Servicer Default, Fifth Third may, by written notice to Client and/or Servicer (as applicable):
(1) direct the applicable Account Debtor(s) that payment of all amounts payable under any Purchased Receivable be made directly to Fifth Third or its designee;
(2) instruct Client or Servicer (as applicable) to give notice to the applicable Account Debtor(s), which notice shall have occurred be given at Client’s/Servicer’s expense, directing that payment of all amounts payable under any Purchased Receivable be made directly to Fifth Third or its designee; and/or
(3) terminate and be continuing, sell the Servicing Released Purchased Loans replace Servicer.
(g) Client shall provide to Servicer on a servicing released basistimely basis all information needed for the servicing, administration and collection obligations of Servicer, including notice of the occurrence of any Event of Default or any event specified in Section 5(f) hereof as promptly as practicable (but in any event within five (5) days) after Client becomes aware, or has any reason to believe, such event has occurred or will likely occur.
(h) Client shall deliver to Fifth Third Schedule B-[calendar year] in substantially the form attached as Exhibit B hereto, annually on or before the first Reset Date prior to the following fiscal year of the Client; provided that Schedule B-2006 will be delivered on March 8, 2006 and will cover the period from March 8, 2006 through the Company’s 2006 fiscal year.
(i) By the 15th day of the Client’s fiscal month, Client shall deliver to Fifth Third each of the following reports: Factored A/R Detailed Aging, A/R Aging by Customer, and Customer A/R Activity Factored for the Client’s fiscal month.
Appears in 1 contract
Sources: Accounts Receivable Transfer Agreement (Universal Forest Products Inc)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Sellers, 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 Buyer's behalf, shall contract with each Servicer to to, or if a Seller is the Servicer, such Seller shall, service the related Purchased Loans Assets consistent with the degree of skill and care that such Servicer Sellers customarily exhibits require with respect to similar mortgage loans Purchased Assets owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans Assets or any payment thereunder. Buyer may terminate the servicing of any Purchased Asset with the then-existing servicer in accordance with Section 12(e) hereof.
(c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 b. Sellers shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Servicer with respect to any Purchased Loans Assets in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(e) Each Seller c. Upon the occurrence and continuance of an Event of Default, Sellers shall cause each the Servicer and to deposit all collections received by Servicer on the Purchased Assets in the Collection Account no later than the 5th Business Day following receipt; provided, however, that any other permitted sub-servicers amounts required to execute 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 (i) a Servicer Acknowledgement acknowledging Buyer’s interest in Notice addressed to and agreed to by the Servicer of the related Purchased Loans 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 related Servicing Agreement and agreeing Servicer's agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement Assets and the any 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 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 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 Loansthereto.
(f) e. Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s 's right to service the related Purchased Loans Assets 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 Eventfee. 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 of the Purchased Loans Assets to a successor servicer approved appointed by Repo Agent Buyer in its 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) f. If either Seller Sellers should discover that, for any reason whatsoever, such Seller, any Servicer Sellers or any other entity responsible to such Seller Sellers for managing or servicing any such Purchased Loan Asset has failed to perform fully such Seller’s Sellers' obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased LoansAssets, such Seller Sellers 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (American Home Mortgage Investment Corp)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, 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 Buyer’s behalf, shall contract with each Servicer one or more Servicers to service and/or subservice the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Servicers customarily exhibits require with respect to similar mortgage loans Mortgage Loans owned or managed by it such Servicers and in accordance with Accepted Servicing Practices. Each The 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 and/or subservicing responsibilities hereunder, (iii) comply with the Servicing Standard be an approved servicer by ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac, in each case in good standing and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing and/or subservicing of any Mortgage Loan with the then existing servicer and/or subservicer in accordance with the 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 Servicing Agreement, 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) Each Seller agrees with respect to shall cause the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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-any interim servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s requestdeposit all collections received by Seller on account of the Purchased Assets in the Collection Account in accordance with the provisions of Section 5(b).
(d) Each As compensation for its services under the Servicing Agreement the Servicer shall be entitled to the Servicing Fee pursuant to the Servicing Agreement. The Seller shall cause be responsible to pay all the related fees and expenses of the Servicer to hold out of the Servicing Fee 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 collectedits own funds.
(e) Each The Seller shall cause each Servicer and any other permitted sub-servicers provide promptly to execute the Buyer a Servicer Acknowledgement acknowledging Buyer’s interest in Notice addressed to and agreed to by the Servicer of the related Purchased Loans and the related Servicing Agreement and agreeing that 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 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 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 LoansAssets.
(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), during 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 continuance of an Event of Default, Repo Agent may exercise such right of termination that may arise and the Buyer shall provide Sellers with notice thereof, and have the applicable Seller, if required by Repo Agent, shall exercise any right to immediately terminate each the Servicer’s right rights to service the related Purchased Loans that it may have, Assets under the Servicing Agreement 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 accordance with the related Servicing AgreementServicer Notice. In any case where Seller and Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to and/or subservicing of the Purchased Loans Assets to a successor servicer approved and/or subservicer selected by Repo Agent Buyer in its sole discretion. For If a Servicer Termination Event has occurred but an Event of Default has not yet occurred, the avoidance Seller shall select a successor servicer and/or subservicer within [***] following the earlier of doubt any termination Seller’s receipt of a Servicer’s rights to service by Repo Agent as a result notice or knowledge of the occurrence of a Servicer Termination Event Event, subject to such successor servicer 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 Agreementsubservicer being approved by Buyer in its sole discretion exercised in good faith.
(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 Seller by contract for managing, servicing or subservicing any such Seller for managing or servicing any Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Finance of America Companies Inc.)
Servicing. (a) The parties hereto agree As a condition of purchasing a Mortgage Loan, Buyer may require Seller to service such Mortgage Loan as agent for Buyer for a term of sixty (60) days (the “Servicing Term”), in accordance with prudent mortgage loan servicing standards and acknowledge procedures generally accepted in the mortgage banking industry and in accordance with all applicable requirements of the Agencies, Requirements of Law, the LEGAL02/33574838v9 ‑24‑ provisions of any applicable servicing agreement, and the requirements of any applicable Takeout Commitment and the Approved Investor, so that the Servicing Retained Purchased Loans will be sold eligibility of the Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by the applicable Seller to Buyer on a such servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis.administration;
(b) Each 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 contract with each Servicer to service provide a copy of the related Purchased Loans consistent with servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the degree of skill and care that “Servicing Agreement”) to Buyer prior to such Servicer customarily exhibits with respect to similar mortgage loans owned Purchase Date or managed by it and in accordance with Accepted Servicing Practicesservicing transfer date, as applicable. Each Servicer shallsuch 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 Mortgage Loans, which consent may be withheld in Buyer’s sole good faith discretion. In no event shall Seller’s use of a Subservicer relieve Seller of its obligations hereunder, and Seller 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 remain liable under this Agreement as if Seller were servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased such Mortgage Loans or any payment thereunderdirectly.
(c) Each Seller agrees shall deliver the physical and contractual master servicing of each Mortgage Loan, together with respect all of the related Records in its possession, to Buyer’s designee upon the earliest of (w) the occurrence and continuance of a Default or Event of Default hereunder, (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 of any of the Mortgage Loans, which right shall be exercisable at any time in Buyer’s sole good faith discretion, upon prior written notice to Seller. In addition, Seller shall deliver the physical and contractual master servicing of each 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 on each Payment Date succeeding the related Purchase Date in the absence of directions to the Servicing Released Purchased Loans contrary from Buyer; provided further that such delivery requirement will no longer apply to any Mortgage Loan, and Seller shall have no further obligation to service such Mortgage Loan as between 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 Seller and ▇▇▇▇▇, ▇▇▇▇▇ is transfer shall include the owner transfer of the gross amount of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from escrows held for the related mortgagors (without reduction for unreimbursed advances 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“negative escrows”).
(d) Each During the period Seller is servicing the Mortgage Loans as agent for Buyer, Seller agrees that Buyer is the owner of the related Credit Files and Records and hereby Seller shall at all times maintain and safeguard and cause the Subservicer to maintain and safeguard the Credit File for the 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 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 Subservicer to service in conformity with this Section and any related Servicer Servicing Agreement. It is understood and agreed by the parties that prior to hold or cause to be held all escrow payments collected an Event of Default, Seller shall retain the servicing fees with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collectedMortgage Loans.
(e) Each At Buyer’s request, Seller shall promptly deliver to Buyer reports regarding the status of any 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 each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging material adverse effect on such Mortgage Loan, Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that title to such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account Mortgage Loan or the Remittance Account as provided in this Agreement and collateral securing such Mortgage Loan; Seller may be required to deliver such reports until 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 repurchase of the foregoingMortgage Loan by Seller. Seller shall promptly, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within but in no event later than two (2) Business Days after LEGAL02/33574838v9 ‑25‑ a Responsible Office 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 DateSeller becomes aware of it, net notify Buyer of any amounts payment default that such Servicer is expressly permitted in occurs under the related Mortgage Loan or any default under any Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansthat would materially and adversely affect any Mortgage Loan subject thereto.
(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 release its custody of the related Purchased Loans under the related Servicing Agreement without payment contents of any penalty Credit File or termination fee and shall appoint a successor servicer acceptable Mortgage File only (i) in accordance with the written instructions of Buyer, (ii) upon the consent of Buyer when such release is required as incidental to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of Seller’s servicing of the related Purchased Loans Mortgage Loan, is required to such successor servicer within sixty complete the Takeout Commitment or comply with the Takeout Commitment requirements, or (60iii) 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 as 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 Requirements 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 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 AgreementLaw.
(g) To Buyer reserves the extent applicableright to appoint a successor servicer at any time to service any Mortgage Loan (each a “Successor Servicer”) in its sole good faith discretion. If Buyer elects to make such an appointment due to the continuance of a Default or Event of Default, each Seller shall use commercially reasonable efforts be assessed all costs and expenses incurred by Buyer associated with transferring the Mortgage Loans to cause each the Successor Servicer. In the event of such an appointment, Seller shall perform all acts and take all action so that any part of the Credit File and related Records held by Seller, together with all funds in the Custodial Account and other receipts relating to such 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 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 hereunder and the related Servicer Acknowledgmentservicing fee is reduced or eliminated.
(h) If either For the avoidance of doubt, Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible retains no economic rights to such Seller for managing or the servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Mortgage Loans provided that 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer continue to service the Purchased LoansMortgage Loans hereunder as part of its Obligations hereunder. As such, but only with Seller expressly acknowledges that the consent of Purchased Mortgage Loan are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a “servicing released released” basis.
Appears in 1 contract
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer Purchaser on a “servicing retained released” 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 Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ Purchaser 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 such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to so long as the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in Assets are subject to 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 discretionAgreement. Without limiting the generality of Notwithstanding the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer be granted a revocable license (which license shall automatically be revoked (i) every thirty (30) days unless Purchaser provides written notice to deposit all Income received by any Servicer on any Purchased Loans 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 Seller that such Servicer license is expressly permitted in the related Servicing Agreement extended for another thirty (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 (6030) days of such Servicer Termination Event. Upon or (ii) 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 cause Servicer to service the related Purchased Loans that it may haveAssets sold by Seller, and Seller shall, at Seller’s sole cost and expense, cause Servicer to service the Purchased Assets in accordance with the Servicing Agreement and this Article 29 and for the benefit of Purchaser. Notwithstanding the foregoing, neither Seller nor any Affiliate thereof shall take any action or effect any modification or amendment of, or waiver under, any Purchased Asset which in each case is a Significant Modification without payment first having given prior notice thereof to Purchaser in each such instance and receiving the prior written consent 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 sole discretionPurchaser. For any Purchased Asset which is a Senior Note or Senior Participation Interest and the avoidance holder of doubt which is not the Controlling Holder, for so long as any termination Affiliate of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event Seller is the holder of, 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 right 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 exercise 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 Transaction Documents or any of the obligations of such entities control rights with respect to any Companion Interest or the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance.
Mortgage Loan and/or Mezzanine Loan (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 as holder of all servicing files a controlling class in a securitization), no such Affiliate shall take any 158 BUSINESS.32732337.7 action or effect any modification or amendment of, or waiver under, such Companion Interests or the related Mortgage Loan and/or Mezzanine Loan which in each case is a Significant Modification without Seller first having given prior notice thereof to Purchaser in each such instance and Seller receiving the designee prior written consent of Buyer as directed by Repo AgentPurchaser. 159 BUSINESS.32732337.7
(b) The delivery obligation of servicing files Servicer (or of Seller to cause such Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of such Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After 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 Servicer’s other Servicer and the assumption of such servicing terminates and until the related servicing transfer date, Sellers shall cause by such other Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit Agreement. ▇▇▇▇▇▇ agrees to reasonably cooperate with Purchaser in connection with any termination of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to BuyerServicer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement Upon any termination of any such sub-servicer.
(k) Buyer mayServicer, in its sole and absolute discretion if an no Event of Default shall have occurred and be continuing, sell Seller shall at their sole cost and expense transfer the servicing of the affected Purchased Assets to another Servicer designated by Purchaser and reasonably approved by Seller as expeditiously as possible.
(c) Purchaser may, in its sole and absolute discretion, terminate any Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of an event of default by such Servicer or such sub-servicer under the Servicing Released Agreement (including for the avoidance of doubt, the Servicer Letter)(a “Servicer Termination Event”), 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. Seller shall cooperate with Purchaser to effectuate the removal of any Servicer or any sub-servicer by Purchaser in accordance with this Article 29(c).
(d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Loans on Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all of its rights, title and interest in the servicing released basisagreements 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. Unless Purchaser is a party to the Servicing Agreement, 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 applicable Purchased Assets and agree to remit all Income received with respect to such Purchased Asset to the Collection Account or to Purchaser, as applicable, in accordance with Article 5 or as otherwise directed by Purchaser in accordance with such Servicer Letter.
(f) Seller agrees that Purchaser, upon its purchase of the Purchased Assets in accordance with this Agreement 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 covenants to (or to use commercially reasonable efforts to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Purchaser or its designee (including Custodian) at Purchaser’s request. 160 BUSINESS.32732337.7
(g) The payment of servicing fees shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding and due to Purchaser under the Transaction Documents. 161 BUSINESS.32732337.7
Appears in 1 contract
Sources: Master Repurchase Agreement (Franklin BSP Real Estate Debt, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, 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 Buyer’s behalf, shall service or contract with each a Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it such Servicer and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulationsRequirements of Law, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, under the Servicing Agreement and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans Mortgage Loan or any payment thereunder.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments funds were collected.
(ec) 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 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 foregoing, each Seller shall, or shall cause the Servicer or and any permitted sub-interim servicer to to, deposit all Income collections received by any Seller or Servicer on account of the Purchased Mortgage Loans in accordance with the provisions of Section 5(a).
(d) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced or subserviced by a servicer other than Seller, or if the servicing of any Purchased Loans into the applicable Collection Account within two 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, (2i) 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 provide Buyer with the related Servicing Agreement pursuant to which such Servicer shall service such Mortgage Loans, which Servicing Agreement shall be reasonably acceptable to Buyer in all respects, (as modified ii) obtain Buyer’s prior written consent to the use of such Servicer in the performance of such servicing duties and obligations, which consent may be withheld in Buyer’s sole and good faith discretion and (iii) provide Buyer with a fully executed servicer notice or letter agreement, executed by the related ▇▇▇▇▇, Seller and such Servicer Acknowledgment) (each, a “Servicer Side Letter”), in form and substance reasonably acceptable to withdraw or retain Buyer with respect to such Servicer. 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. Seller hereby agrees and acknowledges, and shall use commercially reasonable efforts to 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 upon reasonable prior written notice with respect to the servicing of the Purchased Mortgage Loans. 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.
(fe) Upon the occurrence and continuation of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans upon advanced prior written notice 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 Eventfee. 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole good faith and commercially reasonable 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.
(hf) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible by contract to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent Buyer and promptly remedy any non-compliance.
(ig) The Seller’s rights and obligations to interim service the Purchased Mortgage Loans shall 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 Buyer 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 full by Seller in accordance with the provisions of this Agreement and therefore is no longer subject to a Transaction. Upon any termination of a Servicer as provided hereintermination, in the Servicer Acknowledgment or in the related Servicing 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)servicing, including, without limitation, delivery of all servicing files in Seller’s possession to the designee of Buyer as directed by Repo Agentthe Buyer. The Seller’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related servicing transfer date, Sellers the Seller shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Mortgage Loans in accordance with the terms of this Agreement and for the benefit of the Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement and Securities Contract (UWM Holdings Corp)
Servicing. (a) The parties hereto agree and acknowledge that Until BofA gives notice to Client of the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on designation of 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 new 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 shallas provided herein, Client is hereby designated as, 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 hereby agrees to perform its servicing responsibilities hereunderthe duties and obligations of, (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 servicer pursuant to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is terms hereof (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"Servicer") 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 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 Receivables; provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment)that, all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the 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 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 group of Purchased Receivables, Client (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 solely in its sole discretion. For the avoidance capacity as Servicer) may, at any time, upon prior written notice to BofA, designate any affiliate of doubt any termination of a Servicer’s rights to service by Repo Agent Client 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 hereunder; provided, however, that such Servicer’s servicing facilities affiliate shall not become Servicer and, notwithstanding any such delegation, Client shall remain liable 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 Transaction Documents or any performance of the duties and 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement without diminution of such liability by virtue of such delegation and to the same extent and under the same terms and conditions as if Client alone were performing such duties and obligations. Client acknowledges that BofA has relied on the agreement of Client to act as Servicer hereunder in making its decision to execute and deliver this Agreement. Accordingly, Client agrees that it shall not voluntarily resign as Servicer. If an Event of Default or Servicer Default occurs hereunder, BofA may designate as Servicer with respect to all or any portion of the Purchased Receivables any person (including BofA or any of its affiliates) to succeed Client or any successor Servicer, on the condition in each case that any such person so designated shall agree to perform the duties and obligations of Servicer pursuant to the terms hereof, and Client agrees that it shall reimburse BofA for all costs, expenses or fees incurred by it as a result of, or in connection with, such designation; provided that the maximum amount of such costs, expenses or fees reimbursable by Client shall not exceed an amount, determined and payable monthly, ********** being serviced by the designated person on the first day of each month.
(b) Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer, service and collect each Purchased Receivable from time to time, all at the Servicer's expense and in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with any credit and collection policy agreed to by Client and BofA with respect to a Purchased Receivable; provided, however, that Servicer shall not extend the maturity of any Purchased Receivable without BofA's prior consent, which consent shall not be unreasonably withheld. In addition, Servicer shall remit any and all Remittances received with respect to any Purchased Receivables to BofA in accordance with the terms of Section 1(b)(4), and shall likewise forward all other payments and fees owed to BofA pursuant to the terms hereof. Without BofA's consent, Client, in its capacity as Servicer, shall not take any action (or omit to take any action that it would customarily take in servicing Receivables) where such action (or inaction) with respect to any Purchased Receivable is reasonably likely to impair BofA's rights therein or the enforceability, value or collectibility thereof. Without limiting the foregoing, Client, in its capacity as Servicer, shall not take any action (or omit to take any action that it would customarily take in servicing Receivables) that results in preferential treatment for Receivables of an Approved Account Debtor that do not constitute Purchased Receivables. Servicer shall have the right to directly communicate with any Account Debtor with respect to Purchased Receivables (and, in the case of clause (ii), to commence collection proceedings with BofA's consent on BofA's behalf): (i) to obtain current information not already provided on such Account Debtor's financial condition and creditworthiness, and (ii) to determine if any portion of any Purchased Receivable is past due. Notwithstanding anything to the contrary contained herein, upon the occurrence and continuance of an Event of Default or to the extent any Purchased Receivable is Overdue, BofA may direct Servicer to commence or settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon or repossess any underlying security related thereto.
(c) If Client is not Servicer, then Client shall deliver to Servicer and Servicer shall hold for the benefit of Buyer.
Client and BofA in accordance with their respective interests, all records and documents (jincluding computer tapes or disks) The with respect to each Purchased Receivable. Servicer may hire a shall hold (and shall cause each sub-servicer to service hold) in trust (and, during the Purchased Loanscontinuance of an Event of Default, but only with at the consent request of Buyer and provided that such sub-servicer execute a BofA, segregate) for BofA's benefit, any Remittances received by Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of (or any such sub-servicer) with respect to the Purchased Receivables, and distribute the same to BofA in accordance with Section 1(b)(4) or otherwise upon BofA's direction. Servicer agrees to make its records, files and books of account available to BofA on request, and to allow BofA and its agents and representatives to visit Servicer's premises upon reasonable notice and during normal business hours to examine such records, files and books of account, to make copies or extracts thereof, and to conduct such examinations as BofA deems necessary. In addition, on the first business day of each month, Servicer shall deliver to BofA a statement of its account showing all accountings relating to all Purchased Receivables that were within 7 days of becoming Overdue during the immediately preceding month.
(kd) Buyer mayFor all Purchased Receivables which are within 7 days of becoming Overdue for any reason, including but not limited to those Purchased Receivables which are past due solely and exclusively as a result of an Account Debtor's Financial Inability To Pay, Servicer shall immediately notify BofA and provide to BofA, promptly (and in its sole any event within one Business Day), each of the following: (i) a copy of the applicable Account Debtor's purchase order and/or a signed confirmation thereof; (ii) a copy of each outstanding invoice (in electronic or paper form) and absolute discretion if an Event all credit memoranda; (iii) a notarized statement of Default account; (iv) [reserved]; (v) a copy of Servicer's complete collection file on the applicable Account Debtor; (vi) all guarantees, collateral documents and security agreements relating to such Receivables, (vii) proof of delivery of goods or rendering of services relating to such Receivables, and (viii) such other documents and information that BofA may request relating to such Receivables. Further, with respect to any Purchased Receivable that is within 7 days of becoming Overdue, Servicer shall have occurred provide to BofA upon request (promptly, and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.in any event within one Business Day)
Appears in 1 contract
Sources: Accounts Receivable Transfer Agreement (Applied Materials Inc /De)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, 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 Buyer’s behalf, shall contract with each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted the applicable 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 thereunderAgreement.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The Seller shall cause the related Servicer to hold or cause to be held all escrow payments 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 escrow payments funds were collected.
(ec) Each The Seller shall cause each Servicer and any other permitted sub-servicers provide promptly to execute Buyer (i) a Servicer Acknowledgement acknowledging 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 the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(fd) Upon the occurrence of a Servicer Termination Event with respect material default under the Servicing Agreement, Buyer shall have the right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage Loans under in accordance with 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 terms 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 The Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(he) If either the Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such the Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such the Seller’s obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such the 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Taberna Realty Finance Trust)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer Purchasers on a “servicing retained released” 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 Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ Purchaser is the owner of all Servicing Rights and Servicing Records and such Servicing Rights so long as the Purchased Assets are not severable from or subject to this Agreement. Notwithstanding the foregoing, while no Event of Default exists, each Seller shall be separated from granted a revocable license (which license shall automatically be revoked (i) every thirty (30) days unless 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 applicable Purchaser or its designee provides written notice to such Seller that such license is extended for another thirty (including Custodian30) at Repo Agentdays (provided, however, that if the applicable Purchaser or its designee fails to deliver any such notice of renewal, then upon notice from such Seller of such failure, the applicable Purchaser or its designee shall provide notice to such Seller and Servicer of the applicable Purchaser’s request.
election to extend such thirty (d30) Each Seller shall cause day period or not extend such thirty (30) day period and, if such notice of election to extend is provided by the related Servicer to hold applicable Purchaser or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and its designee after the expiration of the immediately preceding thirty (30) day period, such extension shall apply the same retroactively for the purposes for which period beginning on the last day of such escrow payments were collected.
preceding thirty (e30) Each Seller shall cause each Servicer day period through and any other permitted sub-servicers including the date such notice of election to execute extend is provided by the applicable Purchaser or its designee), it being acknowledged that Purchasers intend to include such written notice in a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income Purchase Price Differential statement with respect to the Purchased Loans Pricing Rate Period (provided, however, that Purchasers shall have no obligation to provide such written notice in the applicable Collection Account aforesaid manner)) 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 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 into the applicable Collection Account within two (2ii) 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 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 cause Servicer to service the related Purchased Loans that it may haveAssets sold by such Seller, in each case without payment of any termination fee or any other amount to and such Seller shall, at such Seller’s sole cost and expense, cause 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 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans Assets in accordance with the terms of applicable Servicing Agreement and this Agreement Article 29 and for the benefit of Buyer.
(j) The Purchasers; provided, however, that while an Event of Default exists, the related Seller’s license to cause Servicer may hire a sub-servicer to service the Purchased LoansAssets shall be revoked. Notwithstanding the foregoing, but only with the no Seller shall take any action or effect any Material Modification without first having given prior notice thereof to Purchasers, Repurchase Agent and Realisation Agent in each such instance and receiving written consent of Buyer and Realisation Agent, such consent not to be unreasonably withheld, conditioned or delayed, provided that that, for the avoidance of doubt, such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer determination of reasonableness may be made by Realisation Agent on an independent basis without regard for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicerwhat would be considered reasonable for Seller.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Guarantor hereby agrees to service the related Purchased Underlying Mortgage Loans and Underlying REO Properties consistent with the degree of skill and care that such Servicer Guarantor customarily exhibits requires with respect to similar mortgage loans Underlying Mortgage Loans and Underlying REO Properties owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, Guarantor shall service the Underlying Mortgage Loans and shall ensure that each permitted sub-servicer will, Underlying REO Properties in accordance with this Agreement. Guarantor hereby agrees 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Underlying Mortgage Loans and Underlying REO Properties or any payment thereunder. Buyer may terminate the servicing of any Underlying Mortgage Loan with the then existing servicer in accordance with Section 19(d) hereof.
(ca) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 Guarantor shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Guarantor with respect to any Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(eb) Each Seller shall cause each Servicer To the extent required by Section 6(b)(i) 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 such Servicer and any permitted sub-servicer (if applicableSection 6(c) hereof, Guarantor shall deposit all Income with respect to collections received by it on behalf of Seller on account of the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties 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 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 into the applicable Collection Account within no later than 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 Loansfollowing receipt.
(fc) Upon the occurrence and during the continuation of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)or Termination Event hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Assets, Pledged Assets, Underlying Mortgage Loans under the related Servicing Agreement and Underlying REO Properties without payment of any penalty or termination fee fee. Guarantor 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 Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties to a successor servicer approved appointed by Repo Agent ▇▇▇▇▇ in its sole discretion. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event 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.
(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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.this
Appears in 1 contract
Sources: Master Repurchase Agreement (Rocket Companies, Inc.)
Servicing. (a) 3. The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Servicer shall contract with each Servicer to service the related Purchased Mortgage 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, Practices (as defined in the Master Repurchase Agreement) 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) Addendum. The Servicer shall not impair resign as servicer or transfer the rights servicing of Buyer in any Purchased Loans Mortgage Loan without the prior written consent of the Required Noteholders and the Standby Servicer. The Servicer shall not be permitted to resign unless a successor servicer has been appointed or any payment thereunder.
(c) Each Seller agrees with respect the Standby Servicer has assumed the role of Servicer. If the Standby Servicer is unable or unwilling to the Servicing Released Purchased Loans and act as between such Seller and successor ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ is it may petition a court of competent jurisdiction to appoint such successor. The Indenture Trustee shall provide the owner Rating Agency with written notice upon any resignation of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or the Servicer pursuant to be separated from the Servicing Released Purchased LoansSection 4.3. Such Seller covenants to safeguard (and to cause each The 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 funds collected with respect to any the Purchased Mortgage Loans in trust accounts (each of which shall be an Eligible Account) for the Holders of the Notes and shall apply the same for the purposes for which such escrow payments funds were collected.
(e) Each Seller shall cause each . The Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest will maintain all Servicing Records not in the related Purchased Loans possession of the Mortgage Loan Custodian in good and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income complete condition in accordance with respect industry practices for assets similar to the Purchased Mortgage Loans in and preserve them against loss. On each Business Day, the applicable Collection Account or Indenture Trustee shall electronically provide the Remittance Account as provided in this Agreement and Servicer with a schedule of Mortgage Loans subject to 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 discretionMaster Repurchase Agreement. Without limiting the generality of In connection with the foregoing, each Seller shallthe Servicer hereby acknowledges and agrees that, or the Servicer is servicing the Mortgage Loans subject to the Master Repurchase Agreement for the benefit of Issuer and the Indenture Trustee, on behalf of the Noteholders.
4. Except as set forth below, the Servicer shall cause Servicer or any permitted sub-servicer to deposit all Income received by any it on account of the Purchased Mortgage Loans to be deposited in the Buyer’s Account within one (1) Business Day of receipt; provided, however, that, if the Standby Servicer on any Purchased Loans into is the applicable Collection Account Servicer, such amounts shall be deposited within two (2) Business Days of receipt. Notwithstanding the foregoing, following the occurrence and continuance of an Event of Default or a Repo Trigger Event and a Trust Officer of the Indenture Trustee receiving written notice or having actual knowledge of such Servicer’s receipt thereofan event, the Indenture Trustee will direct the Servicer to remit all Income into the Payment Account.
5. Any such amounts deposited The Payment Account shall only contain collections on the Purchased Assets subject to this Indenture. As further provided in Section 5.1 hereof, the Payment Account shall be held at U.S. Bank National Association, in the Collection name of and under the sole control of the Indenture Trustee. Neither the Seller nor the Servicer shall have any right to direct any disposition of funds from the Payment Account pursuant or to give any instructions of any kind 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 Indenture Trustee with respect to the Payment Account. Upon making any deposit into Payment Account, the Servicer shall provide the Indenture Trustee with the loan identification number and the principal and interest attributable to such Purchased LoansMortgage Loan which shall have been deposited into the Payment Account.
6. The Servicer shall service the Purchased Mortgage Loans for a term of thirty (f30) Upon days (the occurrence “Servicing Term”) commencing as of the date of the related initial Purchase Date. Each such Servicing Term shall be deemed to be renewed or terminated. If such Servicing Term is not renewed (which is hereby deemed renewed unless (i) a Servicer Servicing Termination Event with respect to any Servicer has occurred and is continuing or (and provided no ii) if the Seller is the Servicer, a Repo Trigger Event of Default under the Master Repurchase Agreement has occurred and is continuing), the applicable Seller Servicer agrees that the Indenture Trustee may terminate the Servicer as servicer hereunder at will and the Servicer shall terminate such Servicer’s right transfer the servicing as described below.
7. On each Reporting Date, the Servicer shall furnish to service the Issuer, the Rating Agency and the Indenture Trustee the Asset Tape for the Purchased Mortgage Loans as of the last day of the calendar month preceding the related Reporting Date and a Monthly Servicer Report for such Reporting Date; provided, that, with respect to the first Reporting Date, the Asset Tape and the Monthly Servicer Report for the Purchased Mortgage 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 will be as of the related Purchased Loans to Closing Date. Included in 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 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 Asset Tape shall be deemed part the delinquency status of an exercise of Buyer’s rights to cause each Purchased Mortgage Loan without including in such determination any payment holidays or skip payments. If 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 the Servicer or any other entity responsible to such Seller the Servicer for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Sellerthe Servicer’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased LoansMortgage Loan, such Seller the Servicer shall promptly notify Repo Agent the Indenture Trustee and promptly remedy any non-compliancethe Standby Servicer.
8. Neither the Servicer nor those acting on the Servicer’s behalf shall amend, modify, or waive any term or condition of, or settle or compromise any claim in respect of, any item of the Purchased Mortgage Loans or any related rights or any of the Program Agreements without the prior written consent of Holders of 66 2/3% of each Class of Notes, except if such action may be taken without the consent of any Holders if such action does not (i) Upon affect the amount or timing of any termination payment of principal or interest payable with respect to a Servicer as provided hereinPurchased Mortgage Loan, in extend its scheduled maturity date, modify its interest rate, or constitute a cancellation, reduction or discharge of its outstanding principal balance or (ii) materially and adversely affect the security afforded by the real property, furnishings, fixtures, or equipment securing such Asset.
9. The Indenture Trustee is not responsible for the Servicer’s performance of its obligations under this Indenture, the Servicer Acknowledgment is not an agent of the Indenture Trustee, and under no circumstances shall the Indenture Trustee be liable for any action or in inaction of the related Servicing 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Indenture (loanDepot, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, 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 Buyer’s behalf, shall contract with each Servicer to to, or if a Seller is the Servicer, such Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the 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.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The Seller shall cause the related Servicer to hold or cause to be held all escrow payments 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 escrow payments funds were collected.
(ec) Each The Seller shall cause each the Servicer and any other permitted sub-servicers to execute deposit all collections received by the Seller on account of the 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 Acknowledgement acknowledging 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 the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(fe) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Default or an Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty penalty, transfer or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Eventfee, 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 which fees shall be borne by the related Servicing AgreementSeller. In any case where Servicer is so terminated, Sellers and Servicers The Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(hf) If either the Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such the Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such the Seller’s obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such the 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(jg) The Servicer may hire a sub-servicer Notwithstanding and in addition to the foregoing, the Seller shall not permit Fairbanks Capital Corporation to service the Purchased LoansMortgage Loans with an aggregate outstanding principal balance in excess of $3,000,000 after January 1, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to 2004, without Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer’s written consent.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Party, on Administrative Agent’s and Buyers’ behalf, shall contract with each a Servicer to to, or if Seller is Servicer, Seller shall, service the related Purchased Mortgage Loans and Contributed Assets consistent with the degree of skill and care that such Servicer Seller Party customarily exhibits requires with respect to similar mortgage loans Mortgage Loans and Contributed Assets owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and Seller Party shall ensure that each permitted sub-servicer will, Servicer (i) comply complies with all applicable Federalfederal, State state and local laws and regulations, (ii) maintain maintains all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) does not impair the rights of Buyer Administrative Agent or Buyers in any Purchased Loans 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.
(cb) Each Seller agrees with With respect to the Servicing Released Purchased Mortgage Loans other than BPL – Holdbacks, Seller shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 funds collected by Seller and Servicer with respect to any Purchased Loans Assets or Contributed Assets in trust accounts and shall apply the same for the purposes for which such escrow payments 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 or Servicer with respect to any 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 (net of any servicing fees and advances then due and owing pursuant to the terms of the 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) 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 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 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 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 and continuance of an Event of Default hereunder, a Servicer Termination Event with respect or a material default under the Servicing Agreement, Administrative Agent shall have the right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage Loans and Contributed Assets 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 as set forth in the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination EventNotice. 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, Seller Parties 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 of the Purchased Mortgage Loans and Contributed Assets to a successor servicer approved appointed by Repo Administrative Agent on behalf of Buyers in its sole discretion. For the avoidance of doubt doubt, any termination of a the Servicer’s rights to service by Repo the Administrative Agent as a result of a Servicer Termination Event or the occurrence and continuation of an Event of Default shall be deemed part of an exercise of Buyerthe Administrative Agent’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.
(hf) If either a Seller Party should discover that, for any reason whatsoever, such Seller, any Servicer Seller Party or any other entity responsible to such a Seller Party for managing or servicing any such Purchased Loan Mortgage Loans or Contributed Assets has failed to perform fully such Sellera Seller Party’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased LoansMortgage Loans and Contributed Assets, such Seller Party shall promptly notify Repo Agent and promptly remedy any non-complianceAdministrative Agent.
(ig) Upon any termination For the avoidance of a Servicer as provided hereindoubt, in the Servicer Acknowledgment with respect to Purchased Mortgage Loans and Contributed Assets sold or in the related Servicing 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans 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 Parties shall and shall cause the Servicer to continue to service the Purchased Mortgage Loans and Contributed Assets hereunder as part of the Obligations hereunder. As such, the Seller Parties expressly acknowledge that the Purchased Mortgage Loans and Contributed Assets are sold or contributed to Administrative Agent for the benefit of Buyers on a “servicing released” basis with such servicing retained by the Servicer.
Appears in 1 contract
Sources: Master Repurchase Agreement (Home Point Capital Inc.)
Servicing. (a) The parties hereto agree Seller covenants to maintain or cause the servicing of the Purchased Assets to be maintained in conformity with Accepted Servicing Practices and acknowledge pursuant to the related underlying Servicing Agreement, if any. 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) the expiration of the Servicing Retained Purchased Loans will be sold Term (including any extension period), (ii) the termination thereof by Buyer in connection with the applicable Seller occurrence of a Servicer Termination Event, (iii) the date on which all the Obligations have been paid in full, or (iv) the transfer of servicing to any entity approved by Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold assumption thereof by the applicable Seller to Buyer on a servicing released basissuch entity.
(b) Each 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 Repurchase Date for the relevant Transaction (such term, the “Servicing Term”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any extension thereof) with respect to any Purchased Asset, Seller shall contract with each Servicer have no right to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect Asset nor shall Buyer have any obligation 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 extend the Servicing Standard and Term (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder.
(c) Each Seller agrees with respect continue to extend the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is Term). Buyer shall have the owner right to immediately terminate the Servicer at any time following the occurrence of all Servicing Rights and Servicing Records and any event described in Section 1819 hereof (a “Servicer Termination Event”). If such Servicing Rights are Term is not severable from extended by Buyer or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each if Buyer has terminated Servicer and permitted sub-servicer to safeguard) any as a result of a Servicer Termination Event, Servicer shall transfer such Servicing Records and to deliver them promptly servicing to Buyer or its designee (including Custodian) at Repo Agent’s request.
(d) Each Seller no cost or expense to Buyer. Servicer shall cause the related Servicer to hold or cause to be held all escrow payments Escrow Payments collected with respect to any the Purchased Loans Assets it is subservicing on behalf of Buyer in trust segregated accounts for the sole benefit of the Mortgagors and shall apply the same for the purposes for which such escrow payments funds were collected.
(e) Each Seller shall cause each . If 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 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 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 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 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 it has failed to perform fully such Seller’s its servicing obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased LoansAssets it is subservicing on behalf of Buyer, such Seller shall promptly notify Repo Agent and promptly remedy any non-complianceBuyer.
(c) During the period the Seller is servicing the Purchased Assets for Buyer, (i) Upon 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 termination 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 Servicer as provided hereinsecurity 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 Seller or its designee to service in conformity with this Section 4142 and any other obligation of the Seller to Buyer. At all times during the term of this Agreement, the 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 Servicer Acknowledgment or in extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s reasonable request. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Assets.
(d) The Buyer, in its sole discretion, may appoint a backup servicer upon the occurrence of an Event of Default. In such event, Seller shall commence monthly delivery to such backup servicer of the servicing information required to be delivered to Buyer pursuant to Section 4243 hereof and any other information reasonably requested by backup servicer, all in a format that is reasonably acceptable to such backup servicer. Buyer shall pay all costs and expenses of such backup servicer, including, but not limited to all fees of such backup servicer in connection with the processing of such information and the maintenance of a servicing file with respect to the Purchased Assets. Seller shall cooperate fully with such backup servicer in the event of a transfer of servicing hereunder and will provide such backup servicer with all documents and information necessary for such backup servicer to assume the servicing of the Purchased Assets.
(e) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than the Seller (a “Subservicer”), or if the servicing of any Purchased Asset is to be transferred to a Subservicer, the Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer at least one (1) Business Day prior to such Purchase Date or transfer date, Sellers 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 Loans, which consent may not unreasonably be withheld or delayed. Upon termination of the Servicer in accordance with subsection (a) above, Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate any Subservicers as subservicer and any related Servicing Agreement (to the extent permitted therein) with respect to Purchased Assets that have not been repurchased without payment of any penalty or termination fee. Upon any such termination, the Seller shall cause such Servicer Subservicer to transfer such servicing with respect to such Purchased Assets to Buyer or its designee, appointed by Buyer in its sole discretion, at no cost or expense to Buyer in accordance with applicable laws and applicable Agency Guidelines. The Seller agrees to cooperate with Buyer in connection with the transfer of servicing.
(including without limitation such f) After the Purchase Date, until the Repurchase Date, the Seller will have no right to modify or alter the terms of the 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 Rights andPractices, if either any Program Documents or other requirements, and the Seller owns will have no obligation or possesses Servicing Rightsright to repossess any Loan or substitute another Loan, such Seller shall transfer servicing except as provided in any Custodial and such Servicing Rights)Disbursement Agreement or any Program Document, including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms Section 1617 of this Agreement and for the benefit of BuyerAgreement.
(jg) The Servicer 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 hire a sub-servicer be, for the purpose of satisfying Buyer that the Seller 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 Seller, the Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer.
(h) Seller retains no economic rights to the servicing of the Purchased Assets; provided that Seller shall continue to service the Purchased LoansAssets hereunder as part of its Obligations hereunder. As such, but only with Seller expressly acknowledges that the consent of Purchased Assets are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a “servicing released released” basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Rocket Companies, Inc.)
Servicing. (a) a. The parties hereto agree and acknowledge that Pass-Through Trust Trustee for the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis Pass-Through Trust and the Servicing Released Purchased Loans will be sold by Seller, in its capacity as depositor under the applicable Seller to Buyer on a servicing released basis.
(b) Each Seller Pass-Through Trust Agreement, shall contract with each Servicer to service the related Purchased Contributed Mortgage 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 Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 b. Seller shall cause Pass-Through Trust Trustee for the related Pass-Through Trust to cause the Servicer to hold or cause to be held all escrow payments funds collected by Servicer with respect to any Purchased Contributed Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(e) Each c. Seller shall cause each Pass-Through Trust Trustee for the Pass-Through Trust to cause the Servicer to deposit all collections received by Servicer on the Contributed Mortgage Loans in accordance with Section 7.a.
d. In the event there is a third party Servicer and any other permitted sub-servicers upon Buyer’s request, Seller shall provide promptly to execute Buyer a Servicer Acknowledgement acknowledging Notice addressed to and agreed to by the Servicer of the related Contributed 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 the related Purchased such Contributed Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Contributed Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(f) e. Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder or a default that permits termination of the Servicer under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Contributed Mortgage 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 Eventfee. 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, Seller 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 of the Purchased Contributed Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event 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.
(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) f. 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 the occurrence of an event of default under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased LoansServicing Agreement, such Seller shall promptly notify Repo Agent Buyer 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, Sellers shall cause such Servicer to transfer servicing (including without limitation such the enforcement of the 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 servicing files of any Servicer or either Seller, as applicable, shall be Agreement in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyerits terms.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Servicing. (a) The parties hereto agree and acknowledge that Sellers shall cause the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits required with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practicesall applicable industry standards. Each The Sellers shall cause the Servicer shall, and shall ensure that each permitted sub-servicer will, 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The Sellers shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by any Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) Each Seller The Sellers shall cause each the 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 such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to collections received by the Servicer on account of the Purchased Mortgage 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 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 into the applicable Collection Account within no later than 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 Loansfollowing receipt.
(fd) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Default or Event of Default has occurred and is continuing)hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee and fee. The Sellers shall appoint a successor servicer acceptable cause the Servicer 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(he) If either Seller the Servicer should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such any Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Sellerthe Servicer’s obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller the Sellers 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Servicer shall contract with each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practicesall applicable industry standards. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of any Buyer in any Purchased Mortgage Loans or any payment thereunder. Administrative Agent may terminate the servicing of any Mortgage Loan with the then existing servicer in accordance with Section 16(d) hereof.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The 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 funds collected by the Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) 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 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 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 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 the Servicer shall deposit all collections received by the Servicer and Sellers on account of the Purchased Mortgage Loans in the Collection Account.
(d) Upon the occurrence of an Event of Default hereunder, Administrative Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and have the applicable Seller, if required by Repo Agent, shall exercise any right to immediately terminate each the Servicer’s right to service the related Purchased Mortgage Loans that it may have, in each case without payment of any penalty or 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 Agreementfee. In any case where Servicer is so terminated, The Sellers and Servicers the Servicer USActive 5531664.18 -67- shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Administrative Agent in its 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.
(he) If either Seller the Sellers should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller the Sellers by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s the Sellers’ obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller the Sellers shall promptly notify Repo Agent and promptly remedy any non-complianceAdministrative Agent.
(i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Servicing. (a) The parties hereto agree and acknowledge that that, the Servicing Retained Purchased Loans will be sold by the applicable Seller 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. In furtherance of the foregoing, 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 Loans and any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects.
(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 Servicing Released Purchased Loans and that, as between such 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 Rights and Servicing Records and such Servicing Rights Records”) so long as the Purchased Loans are not severable from or subject to be separated from the Servicing Released Purchased Loansthis Agreement. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’s request.
(dc) Each Seller shall cause not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and without the prior written approval of Buyer which approval shall apply the same for the purposes for which such escrow payments were collectednot be unreasonably withheld.
(ed) Each Seller shall take commercially reasonable steps to cause each Servicer and any other permitted sub-servicers engaged on behalf of Buyer to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such the 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)Blocked Account, all in such manner as shall be reasonably acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the 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 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 LoansBuyer.
(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 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.
(ge) To the extent applicable, each Seller shall use take commercially reasonable efforts steps 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 such 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer.
(kf) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basisbasis without payment of any termination fee or any other amount to Servicer. At any time that an Event of Default has occurred and is continuing, 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 1 contract
Sources: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, 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 Buyer’s behalf, shall contract with each Servicer to to, or if the Seller is the Servicer, the Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer the Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the 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.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The Seller shall cause the related Servicer to hold or cause to be held all escrow payments 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 escrow payments funds were collected.
(ec) Each The Seller shall cause each the Servicer and any other permitted sub-servicers to execute deposit all collections received by the Seller on account of the 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 Acknowledgement acknowledging 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 the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(fe) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Default or Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage 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 Eventfee. 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 The Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(hf) If either the Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such the Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such the Seller’s obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such the 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Mortgageit Holdings Inc)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Sellers, 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 Buyer's behalf, shall contract with each Servicer to to, or if a Seller is the Servicer, such Seller shall, service the related Purchased MH Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans MH Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased MH Loans or any payment thereunder. Buyer may terminate the servicing of any Purchased MH Loan with the then existing servicer in accordance with Section 16(e) hereof.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected with respect to any Purchased MH Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) Each The Seller shall cause each the Servicer and any other permitted sub-servicers to execute deposit all collections received by the Seller on account of the Purchased MH Loans in the Collection Account no less than once per week.
(d) The Sellers shall provide promptly to Buyer (i) a Servicer Acknowledgement acknowledging Buyer’s interest in Notice addressed to and agreed to by the Servicer of the related Purchased MH 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 MH Loans and the related Servicing Agreement and agreeing Servicer's agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased MH Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(fe) Upon the occurrence and continuance of a Servicer Termination Event with respect to any Servicer (and provided no Default or Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s 's right to service the related Purchased MH 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 Eventfee. 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 The Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased MH Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(hf) If either the Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such the Seller by contract for managing or servicing any such Purchased MH Loan has failed to perform fully such the Seller’s 's obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased LoansMH Loans in any material respect, such the 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Affordable Residential Communities Inc)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits required with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practicesall applicable industry standards. Each Servicer shall, and Seller 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with such Seller in accordance with Section 17(e) hereof.
(c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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.
(db) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by the Sellers with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) Each The appropriate 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 such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to collections received by the Sellers on account of the Purchased Mortgage 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 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 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 Loanstwo Business Days following receipt.
(fd) Upon the occurrence and during the continuance of a Servicer Termination Event with respect to any Servicer (and provided no Default or Event of Default has occurred and is continuing)hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such Servicer’s Sellers’ right to service the related Purchased Mortgage 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 Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide The 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(he) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such a Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Servicing. (a) The parties hereto agree a. Seller, on Administrative Agent’s and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Buyers’ behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, service the related Purchased Loans Assets pursuant to the Servicing Agreement, consistent with the degree of skill and care that such Servicer customarily exhibits requires with respect to similar mortgage loans Purchased Assets owned or managed by it and in accordance with Accepted Servicing Practices. Each The Servicing Agreement shall require, inter alia, that Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federalfederal, State state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer Administrative Agent or Buyers in any Purchased Loans Assets or any payment thereunder.
. In addition, the Servicing Agreement shall require that the Servicer deposit all collections of Income (c) Each Seller agrees with respect other than amounts deposited in escrow accounts pursuant to the Servicing Released Agreement) received by Servicer on account of the Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 Assets in the related Purchased Loans and the related Servicing Agreement and agreeing that 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 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 into the applicable Collection Account within no later than two (2) Business Days of such Servicer’s following receipt thereof. Any such amounts deposited in and into the Collection Deposit Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring on each 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) b. Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no of an Event of Default has occurred and is continuing)hereunder, Administrative Agent shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Loans under the related Servicing Agreement Assets without payment of any penalty or termination fee fee. Seller 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 of the Purchased Loans Assets to a successor servicer approved appointed by Repo Administrative Agent in its sole discretion. For the avoidance of doubt any termination doubt, unless an Event of a Servicer’s rights to service by Repo Agent as a result Default has occurred, upon the occurrence of a Servicer Termination Event or an Event of Default Event, Seller shall be deemed part of an exercise of Buyer’s rights have the right to cause the liquidation, termination or acceleration of this Agreementappoint a successor servicer acceptable to Administrative Agent in its sole discretion.
(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) c. 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 Assets has failed to perform fully such Seller’s obligations under the Transaction Documents or in all material respects any of the obligations of such entities with respect to the related Purchased LoansAssets, such or that an event of default under the Servicing Agreement has occurred, Seller shall promptly notify Repo Agent and promptly remedy any non-complianceAdministrative Agent.
(i) Upon any termination d. In the event that the Servicer is a master servicer of a Purchased Asset which is serviced by a Third Party Servicer, the Seller shall provide promptly to Administrative Agent a Servicer as provided herein, in Notice and Redirection Letter addressed to and agreed to by the Third Party Servicer Acknowledgment or in of the related Servicing AgreementPurchased Assets, Sellers shall cause advising such Third Party Servicer to transfer servicing (including without limitation of such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights)matters as Administrative Agent may reasonably request, including, without limitation, delivery recognition by the master servicer of all servicing files Administrative Agent’s and Buyers’ interest in such Purchased Assets and the Third Party 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 designee of Buyer as directed by Repo Agent. The delivery of servicing files of Purchased Assets and any related Income with respect thereto.
e. Seller shall not employ sub-servicers (other than the Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer Affiliates thereof or Third Party Servicers) to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans Assets without the prior written approval of Administrative Agent, which such approval shall not be unreasonably withheld. If the Purchased Assets are serviced, in accordance whole or in part, by a sub-servicer (i) Servicer shall nevertheless remain primarily liable to Administrative Agent for the servicing of the Purchased Assets under the Servicing Agreement; and (ii) any agreement with a subservicer shall entitle Administrative Agent to terminate such subservicer without fee or penalty in the event that Servicer is replaced subject to the terms of this Agreement the applicable sub-servicing agreement.
f. Seller shall cause Servicer to provide to Administrative Agent, electronically, in a format mutually acceptable to Administrative Agent and Seller, by no later than the Reporting Date, the Servicing Report.
g. For the avoidance of doubt, Seller retains no rights to the servicing other than the revocable license granted by Administrative Agent to Seller to service under the Servicing Agreement. As such, Seller expressly acknowledges that the Purchased Assets are sold to Administrative Agent for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans Buyers on a “servicing released released” basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Benefit Street Partners Realty Trust, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, 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 Buyer’s behalf, shall contract with each Servicer to to, Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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.
(c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 b. Seller shall cause the related Servicer to hold or cause to be held all escrow payments 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 escrow payments funds were collected.
(e) Each c. Seller shall cause each the Servicer and 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 other permitted sub-servicers amounts required to execute 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 Acknowledgement acknowledging 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 the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(f) e. Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage 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 Eventfee. 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Servicing. (a) The parties hereto agree and acknowledge that Sellers, on the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Buyer’s behalf, shall contract with each the Servicer to to, or if a Seller is the Servicer, such Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of the Buyer in any Purchased Mortgage Loans or any payment thereunder. The Buyer may terminate the servicing of any Mortgage Loan with the then existing servicer in accordance with Section 16(e) hereof.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The Sellers shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by the Sellers with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) Each Seller The Sellers shall cause each the Servicer and any other permitted sub-servicers to execute deposit all collections received by the Sellers on account of the Purchased Mortgage Loans in the Collection Account no later than two Business Days following receipt.
(d) The Sellers shall provide promptly to the Buyer (i) a Servicer Acknowledgement acknowledging Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, 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 the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(fe) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Default or Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, the applicable Seller Buyer shall have the right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage 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 Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide The 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent the Buyer in its 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.
(hf) If either any Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller the Sellers by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s the Sellers’ obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller the Sellers 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (New Century Financial Corp)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Seller, as Servicer, shall contract with or shall require each Servicer to Subservicer, if any, to, service the related Purchased Mortgage Loans (and pay expenses incident to servicing) consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans owned Mortgage Loans and REO Properties owned, serviced or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and as may be required to (i) retain FHA insurance on the Mortgage Loans, (ii) preserve the first priority security interest or, following any foreclosure, the fee simple interest in the collateral for the Mortgage Loans and (iii) preserve Purchaser’s interest in the Mortgage Loans. Seller as Servicer, shall ensure that or shall cause each permitted sub-servicer will, Subservicer to (i) comply with all applicable Federal, State and local laws and regulations, and (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder. Except as is otherwise agreed to in writing by Purchaser, (iii) comply with Seller shall be responsible for any and all acts of each Subservicer, and Seller’s utilization of a Subservicer shall in no way relieve the Servicing Standard and (iv) not impair liability of Seller under this Agreement. Purchaser may terminate the rights servicing of Buyer in any Purchased Loans Mortgage Loan or REO Property by Seller or any payment thereunder.
(c) Each Subservicer upon the occurrence and during the continuation of an Event of Default beyond any period for cure provided in this Agreement. Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from shall or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to shall 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 Subservicer to, hold or cause to be held all escrow payments funds collected by Seller or such Subservicer with respect to any Purchased Loans Mortgage Loan or REO Property in trust accounts and shall apply the same for the purposes for which such escrow payments funds 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 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 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 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 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Loan Purchase and Servicing Agreement (Guild Holdings Co)
Servicing. (a) The parties hereto agree Notwithstanding the purchase and acknowledge that sale of the Servicing Retained Purchased Student Loans will be sold by the applicable Seller 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 hereby, Seller shall contract with cause each Servicer to service the related Purchased Student Loans consistent with for the degree benefit of skill and care Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Student Loan prior to the related Repurchase Date pursuant to Section 8, Buyer's assigns; provided, however, that such the obligations of Seller to service the Purchased Student Loans shall cease upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall cause each Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and service the related Purchased Student Loans in accordance with Accepted Servicing Practices. Each Servicer shall, the servicing agreements and shall ensure that each permitted sub-servicer will, (i) comply in compliance with all applicable Federalfederal and state laws, State including, in the case of Purchased Federal Student Loans, the Higher Education Act and local laws in the case of the Purchased Private Student Loans the servicing guidelines of ▇▇▇▇ or those applicable to TuitionGuard Loans, as applicable.
(b) Upon the occurrence and regulationscontinuance of an Event of Default, (ii) maintain all state and federal licenses necessary for it Buyer may, in its sole discretion, sell the Purchased Student Loans to perform the extent of its interest therein, subject to the servicing responsibilities hereunderagreements relating to such Purchased Student Loans and, (iii) comply with in the Servicing Standard and (iv) not impair case of Purchased Federal Student Loans, as permitted by the rights of Buyer in any Purchased Loans or any payment thereunderHigher Education Act.
(c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ that Buyer is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or with respect to be separated from the Servicing Released Purchased Student 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 Buyer'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 hereunder to execute a Servicer Acknowledgement letter agreement with buyer acknowledging Buyer’s 's security interest in the related Purchased Loans and the related Servicing Agreement and agreeing that, upon notice from Buyer that such Servicer an Event of Default has occurred and any permitted sub-servicer (if applicable) is continuing hereunder, it shall deposit all Income with respect to the Purchased Student Loans in the applicable Collection Account or the Remittance Account as provided account specified in this Agreement and the related Servicing Agreement (as modified by the related Servicer AcknowledgmentSection 5(a), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the 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 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 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Uici)
Servicing. (a) The parties hereto agree a. Seller, on Administrative Agent’s and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Buyers’ behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Purchased Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Seller and Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply in all material respects with all applicable Federalfederal, State state and local laws and regulationsregulations related to the servicing of such Purchased Mortgage Loans, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer Administrative Agent or Buyers in any Purchased Mortgage Loans or any payment thereunder. Administrative Agent may terminate the servicing of any Purchased Mortgage Loans with the then existing Servicer in accordance with Section 12.e hereof.
(c) Each Seller agrees with b. With respect to the Servicing Released Purchased Mortgage Loans other than BPL – Holdbacks, Seller shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments 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 or Servicer with respect to any Purchased Assets in the Holdback Account and shall apply the same to improve and rehabilitate the related Mortgaged Property.
(e) Each c. To the extent Seller engages a third party Servicer, Seller shall cause each such Servicer to remit Income to Administrative Agent pursuant to Section 7 above.
d. In the event there is a third party Servicer and any other permitted sub-servicers upon Administrative Agent’s request, Seller shall provide promptly to execute Administrative Agent a Servicer Acknowledgement acknowledging Buyer’s interest in Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, 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 the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(f) e. Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Administrative Agent shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee and fee. For the avoidance of doubt, such termination by Administrative Agent shall appoint a successor servicer acceptable not be subject to Repo Agent within five (5) Business Days any payment requirement under the Servicing Agreement including any reimbursement for Servicer’s expenses, all of such Servicer Termination Event, and which shall complete a transfer of servicing remain an obligation of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination EventSeller. 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Administrative Agent on behalf of Buyers in its sole discretion. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo the Administrative Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyerthe Administrative Agent’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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-complianceAdministrative Agent.
(i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Servicer shall contract with each Servicer to service the related Purchased Mortgage 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, Practices (as defined in the Master Repurchase Agreement) 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) Addendum. The Servicer shall not impair resign as servicer or transfer the rights servicing of Buyer in any Purchased Loans Mortgage Loan without the prior written consent of the Required Noteholders and the Standby Servicer. The Servicer shall not be permitted to resign unless a successor servicer has been appointed or any payment thereunder.
(c) Each Seller agrees with respect the Standby Servicer has assumed the role of Servicer. If the Standby Servicer is unable or unwilling to the Servicing Released Purchased Loans and act as between such Seller and successor ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ is it may petition a court of competent jurisdiction to appoint such successor. The Indenture Trustee shall provide the owner Rating Agency with written notice upon any resignation of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or the Servicer pursuant to be separated from the Servicing Released Purchased LoansSection 4.3. Such Seller covenants to safeguard (and to cause each The 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 funds collected with respect to any the Purchased Mortgage Loans in trust accounts (each of which shall be an Eligible Account) for the Holders of the Notes and shall apply the same for the purposes for which such escrow payments funds were collected. The Servicer will maintain all Servicing Records not in the possession of the Mortgage Loan Custodian in good and complete condition in accordance with industry practices for assets similar to the Purchased Mortgage Loans and preserve them against loss. On each Business Day, the Indenture Trustee shall electronically provide the Servicer with a schedule of Mortgage Loans subject to the Master Repurchase Agreement. In connection with the foregoing, the Servicer hereby acknowledges and agrees that, the Servicer is servicing the Mortgage Loans subject to the Master Repurchase Agreement for the benefit of Issuer and the Indenture Trustee, on behalf of the Noteholders.
(eb) Each Seller Except as set forth below, the Servicer shall cause each Servicer and any other permitted sub-servicers all Income received by it on account of the Purchased Mortgage Loans to execute a Servicer Acknowledgement acknowledging be deposited in the Buyer’s interest Account [***] of receipt; provided, however, that, if the Standby Servicer is the Servicer, such amounts shall be deposited [***] of receipt. Notwithstanding the foregoing, following the occurrence and continuance of an Event of Default or a Repo Trigger Event and a Trust Officer of the Indenture Trustee receiving written notice or having actual knowledge of such an event, the Indenture Trustee will direct the Servicer to remit all Income into the Payment Account.
(c) The Payment Account shall only contain collections on the Purchased Assets subject to this Indenture. As further provided in Section 5.1 hereof, the Payment Account shall be held at U.S. Bank, National Association, in the related Purchased Loans name of and under the related Servicing Agreement and agreeing that such sole control of the Indenture Trustee. Neither the Seller nor the Servicer and shall have any permitted sub-servicer (if applicable) shall deposit all Income right to direct any disposition of funds from the Payment Account or to give any instructions of any kind to the Indenture Trustee with respect to the Purchased Loans in Payment Account. Upon making any deposit into Payment Account, the applicable Collection Account or Servicer shall provide the Remittance Account as provided in this Agreement Indenture Trustee with the loan identification number and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in principal and interest attributable to such manner as Mortgage Loan which shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the 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 have been deposited 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 LoansPayment Account.
(fd) Upon The Servicer shall service the occurrence Purchased Mortgage Loans [***] (the “Servicing Term”) commencing as of the date of the related initial Purchase Date. Each such Servicing Term shall be deemed to be renewed or terminated. If such Servicing Term is not renewed (which is hereby deemed renewed unless (i) a Servicer Servicing Termination Event with respect to any Servicer has occurred and is continuing or (and provided no ii) if the Seller is the Servicer, a Repo Trigger Event of Default under the Master Repurchase Agreement has occurred and is continuing), the applicable Seller shall Servicer agrees that the Indenture Trustee may 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 as 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, hereunder at will and the applicable Seller, if required by Repo Agent, Servicer 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 transfer the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its 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 Agreementdescribed below.
(ge) To On each Reporting Date, the extent applicableServicer shall furnish to the Issuer, each Seller shall use commercially reasonable efforts to cause each Servicer the Rating Agency and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities the Indenture Trustee the Asset Tape for the purpose Purchased Mortgage Loans as of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service last day of the calendar month preceding the related Purchased Loan as provided in this AgreementReporting Date and a Monthly Servicer Report for such Reporting Date; provided, that, with respect to the first Reporting Date, the related Servicing Agreement Asset Tape and the related Monthly Servicer Acknowledgment.
(h) Report for the Purchased Mortgage Loans will be as of the Closing Date. Included in such Asset Tape shall be the delinquency status of each Purchased Mortgage Loan without including in such determination any payment holidays or skip payments. If either Seller the Servicer should discover that, for any reason whatsoever, such Seller, any the Servicer or any other entity responsible to such Seller the Servicer for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Sellerthe Servicer’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased LoansMortgage Loan, such Seller the Servicer shall promptly notify Repo Agent the Indenture Trustee and promptly remedy any non-compliancethe Standby Servicer.
(f) Neither the Servicer nor those acting on the Servicer’s behalf shall amend, modify, or waive any term or condition of, or settle or compromise any claim in respect of, any item of the Purchased Mortgage Loans or any related rights or any of the Program Agreements without the prior written consent of Holders [***] of each Class of Notes, except if such action may be taken without the consent of any Holders if such action does not (i) Upon any termination of a Servicer as provided herein, in affect the Servicer Acknowledgment amount or in the related Servicing 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 servicing files timing of any Servicer payment of principal or either Sellerinterest payable with respect to a Purchased Mortgage Loan, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer extend its scheduled maturity date, Sellers shall cause modify its interest rate, or constitute a cancellation, reduction or discharge of its outstanding principal balance or (ii) materially and adversely affect the security afforded by the real property, furnishings, fixtures, or equipment securing such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of BuyerAsset.
(jg) The Servicer may hire a sub-servicer to service Indenture Trustee is not responsible for the Purchased Loans, but only with the consent Servicer’s performance of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller under this Indenture, the Servicer is not an agent of the Indenture Trustee, and Buyer notwithstanding under no circumstances shall the engagement Indenture Trustee be liable for any action or inaction of any such sub-servicerthe Servicer.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Indenture (loanDepot, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Sellers shall contract with each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practicesall applicable industry standards. Each Servicer shall, and The Sellers 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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(d) hereof.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The Sellers shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by the Sellers with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) 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 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 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 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 the Sellers shall deposit all collections received by the Sellers on account of termination that may arise and the Purchased Mortgage Loans in the Collection Account.
(d) Upon the occurrence of a Default or Event of Default hereunder, Buyer shall provide Sellers with notice thereof, and have the applicable Seller, if required by Repo Agent, shall exercise any right to immediately terminate each the Servicer’s 's right to service the related Purchased Mortgage Loans that it may have, in each case without payment of any penalty or 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 Agreementfee. In any case where Servicer is so terminated, The Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(he) If either Seller the Sellers should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller the Sellers by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s the Sellers' obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller the Sellers 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (MortgageIT Holdings, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Sellers, 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 Buyer's behalf, shall contract with each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Sellers customarily exhibits require with respect to similar mortgage loans 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 regulationsRequirements of Law, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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(d) hereof.
(c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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.
(db) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Sellers with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) Each Seller Sellers shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit E hereto (a "Servicer Notice") and shall cause each Servicer to acknowledge and any other permitted sub-servicers agree to execute the same. Any successor or assignee of a Servicer Acknowledgement acknowledging Buyer’s interest shall be approved in the related Purchased Loans writing by Buyer and the related Servicing Agreement shall acknowledge and agreeing that agree to a Servicer Notice prior to such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income successor's assumption of servicing obligations 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 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 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 LoansRepurchase Assets.
(fd) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing)Default, Buyer shall have the applicable Seller shall right to immediately terminate such Servicer’s 's right to service the related Purchased Mortgage 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 Eventfee. 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(he) If either Seller Sellers should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity Person responsible to such Seller Sellers by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s 's obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(jf) The Sellers shall cause the Servicer to permit Buyer from time to time to inspect Servicer's servicing facilities, as the case may hire a sub-servicer be, for the purpose of satisfying Buyer that Servicer has the ability to service the Purchased Loans, but only with the consent of Buyer and Mortgage Loans as provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicerin this Agreement.
(kg) Buyer mayAfter the Purchase Date with respect to a Transaction and until the Repurchase Date applicable thereto, in its sole and absolute discretion if an Event of Default Sellers shall have occurred no right to modify or alter the terms of such Purchased Mortgage Loan and be continuingSellers will have no obligation or right to repossess such Transaction Asset or substitute another Transaction Asset, sell except as provided in the Servicing Released Purchased Loans on a servicing released basisCustodial Agreement.
Appears in 1 contract
Sources: Master Repurchase Agreement (American Home Mortgage Investment Corp)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer on a “servicing retained released” basis and Buyer is the sole owner of all Servicing Rights so long as the Purchased Assets are subject to this Agreement. Notwithstanding the foregoing, Seller 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 Purchased Assets, and Seller shall, at Seller’s sole cost and expense, cause the Servicer to service the Purchased Assets in accordance with the Servicing Released Agreement and this Article 27 and for the benefit of Buyer. Notwithstanding the foregoing, Seller shall not take (and shall not permit any Servicer to effect) any Significant Modification of any Purchased Loans will be sold by the applicable Seller Asset without first having given prior notice thereof to Buyer on a servicing released basisin each such instance and receiving the prior written consent of Buyer in its sole discretion.
(b) Each The obligation of Servicer (or Seller to cause Servicer) to service any of the 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. S▇▇▇▇▇ 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 contract 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 Servicer 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 B▇▇▇▇.
(d) Seller shall not, and shall not permit Servicer to, employ any sub-servicers to service the related Purchased Loans consistent Assets without the prior written approval of Buyer, such approval not to be unreasonably withheld, conditioned or delayed. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all of its right, title and interest in the sub-servicing agreement with such sub-servicer to Buyer. For the degree avoidance of skill doubt, Quantum Servicing Corporation is an approved sub-servicer.
(e) Seller shall cause Servicer and care that such Servicer customarily exhibits with respect any sub-servicer to similar mortgage loans owned or managed by it and service the Purchased Assets in accordance with Accepted Servicing Practices. Each With respect to any Servicing Agreement as to which Buyer is not a party, Seller shall cause Servicer shall, (at the request of Buyer) and shall ensure that each permitted any sub-servicer will, (i) comply servicers engaged by Seller to execute a letter agreement 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 a form acceptable to Buyer (a “Servicer Letter”) acknowledging Buyer’s security interest in the Purchased Loans or any payment thereunder.
(c) Each Seller agrees Assets and agreeing to remit all Income received with respect to the Servicing Released Purchased Loans and Assets to the Collection Account in accordance with Article 5(e) or as between such Seller and ▇▇▇▇▇, ▇otherwise directed by B▇▇▇▇ in accordance with the Servicer Letter.
(f) Seller agrees that Buyer is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are servicing records relating to the Purchased Assets, including but not severable from or limited to be separated from the Servicing Released 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 LoansAssets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Such Seller covenants to safeguard (and or to cause each Servicer and permitted sub-servicer to safeguardto) any safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’s request.
(dg) Each The payment of servicing fees under the Servicing Agreement shall be solely the responsibility of 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 be subordinate to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that 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 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 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 amounts outstanding and shall appoint a successor servicer acceptable due 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 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 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-complianceDocuments.
(i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that a. Pursuant to the Servicing Retained Purchased Loans will be sold by the applicable Agreement, Seller 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 has contracted with each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices, the Underwriting Guidelines. Each The Seller and Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federalfederal, State state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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.
(c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments funds were collected.
(e) Each c. Seller shall and shall cause each the 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 such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to collections received by Servicer on the Purchased Mortgage 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 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 into the applicable Collection Account a daily basis within two (2) Business Days of such Servicer’s receipt thereof. Any such following receipt; provided, however, that any amounts required to be remitted to Buyer shall be deposited in the Collection Account pursuant on or prior to the immediately preceding sentence day on which such remittance is to occur.
d. Seller shall then be remitted provide promptly to Buyer a Servicer Notice and Pledge agreed to by the Remittance Account Servicer advising Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted Buyer’s interest in the related Servicing Agreement (as modified by Purchased Mortgage Loans and the related Servicer’s agreement that upon receipt of notice of the occurrence and continuance of an Event of Default hereunder, Servicer Acknowledgment) to withdraw or retain will follow the instructions of Buyer with respect to such the Purchased Loans.
(f) Mortgage Loans and any related Income with respect thereto. Upon the occurrence and continuance of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)Default, Buyer shall have the applicable Seller shall right to immediately terminate such Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee fee. Seller 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 of the Purchased Mortgage Loans to a successor servicer approved or subservicer appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt doubt, any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event 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.
(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) e. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
f. Servicer shall service the Purchased Mortgage Loans on behalf of Buyer for thirty (j30) The 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 doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans; provided that Seller shall cause Servicer may hire a sub-servicer to continue to service the Purchased LoansMortgage Loans hereunder as part of the Obligations hereunder. As such, but only with Seller expressly acknowledges that the consent of Purchased Mortgage Loans are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released “servicing-released” basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, 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 Buyer’s behalf, shall contract with each Servicer to service to, or if Seller is the related Purchased Servicer, Seller shall, subservice the Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Seller and 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the subservicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments funds were collected.
(ec) Each Seller shall and shall cause each 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) In the event there is a third party Servicer and any other permitted sub-servicers upon Buyer’s request, Seller shall provide promptly to execute Buyer a Servicer Acknowledgement acknowledging 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 the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(fe) Upon written notice, Buyer shall have the occurrence of a Servicer Termination Event with respect right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service subservice the related Purchased Mortgage Loans [under the related Servicing Agreement 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 Eventfee. 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(hf) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing subservicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-complianceBuyer.
(ig) Upon any termination For the avoidance of doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans. As such, Seller expressly acknowledges that the Purchased Mortgage Loan is sold to Buyer on a “servicing released” basis and Buyer has the right to terminate Seller or Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 servicing files of subservicer at any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans time in accordance with the terms of this Agreement and for the benefit of BuyerSection 12.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Impac Mortgage Holdings Inc)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 a. Seller shall contract with each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing PracticesPractices and Agency, GNMA, HUD, FHA and VA guidelines, as applicable. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federalfederal, State state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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.
(c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 b. Seller shall cause the related Servicer to hold or cause to be held all escrow payments 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 escrow payments funds were collected.
(e) Each c. 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 such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to collections received by Seller as Servicer on the Purchased Mortgage Loans in the applicable Collection Securities Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement on a daily basis within one (as modified by the related Servicer Acknowledgment)1) Business Day following receipt; provided, all in such manner as however, that any amounts required to be remitted to Buyer shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the 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 into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Securities Account pursuant on or prior to the immediately preceding sentence shall then be remitted day on which such remittance is 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 Loansoccur.
(f) d. Upon the occurrence and continuance of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such ServicerSeller’s right to service the related Purchased Mortgage 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 Eventfee. 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 Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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) e. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The f. Servicer may hire a sub-servicer to shall service the Purchased Loans, but only with the consent Mortgage Loans on behalf of Buyer and provided that for thirty (30) day intervals which will automatically terminate if not renewed by Buyer (such sub-servicer execute renewal as evidenced by Buyer’s entry into a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable new Transaction).
g. For the avoidance of doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans. As such, Seller expressly acknowledges that the Purchased Mortgage Loans are sold to 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 Released Purchased Loans on a “servicing-released” basis with such servicing released basisretained by Seller.
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer on a “servicing retained released” basis and Buyer is the sole owner of all Servicing Rights so long as the Purchased Assets are subject to this Agreement. Notwithstanding the foregoing, Seller 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 Purchased Assets, and Seller shall, at Seller’s sole cost and expense, cause the Servicer to service the Purchased Assets in accordance with the Servicing Released Agreement and this Article 27 and for the benefit of Buyer. Notwithstanding the foregoing, Seller shall not take (and shall not permit any Servicer to effect) any Significant Modification of any Purchased Loans will be sold by the applicable Seller Asset without first having given prior notice thereof to Buyer on a servicing released basisin each such instance and receiving the prior written consent of Buyer in its sole discretion.
(b) Each The obligation of Servicer (or Seller to cause Servicer) to service any of the 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. ▇▇▇▇▇▇ 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 contract 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 Servicer 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 ▇▇▇▇▇.
(d) Seller shall not, and shall not permit Servicer to, employ any sub-servicers to service the related Purchased Loans consistent Assets (other than any third party vendors employed by the Servicer to perform certain non-cashiering responsibilities, including, without limitation, inspections) without the prior written approval of Buyer, such approval not to be unreasonably withheld, conditioned or delayed. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all of its right, title and interest in the sub-servicing agreement with such sub-servicer to Buyer.
(e) Seller shall cause Servicer and any sub-servicer to service the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and Purchased Assets in accordance with Accepted Servicing Practices. Each With respect to any Servicing Agreement as to which Buyer is not a party, Seller shall cause Servicer shall, (at the request of Buyer) and shall ensure that each permitted any sub-servicer will, (i) comply servicers engaged by Seller to execute a letter agreement 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 a form acceptable to Buyer (a “Servicer Letter”) acknowledging Buyer’s security interest in the Purchased Loans or any payment thereunder.
(c) Each Seller agrees Assets and agreeing to remit all Income received with respect to the Servicing Released Purchased Loans and Assets to the Collection Account in accordance with Article 5(e) or as between such Seller and ▇▇▇▇▇, otherwise directed by ▇▇▇▇▇ in accordance with the Servicer Letter. 4918-1599-2897v.6
(f) Seller agrees that Buyer is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are servicing records relating to the Purchased Assets, including but not severable from or limited to be separated from the Servicing Released 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 LoansAssets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Such Seller covenants to safeguard (and or to cause each Servicer and permitted sub-servicer to safeguardto) any safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’s request.
(dg) Each The payment of servicing fees under the Servicing Agreement shall be solely the responsibility of 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 be subordinate to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that 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 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 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 amounts outstanding and shall appoint a successor servicer acceptable due 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 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 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-complianceDocuments.
(i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Principal Credit Real Estate Income Trust)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, 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 Buyer’s behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Seller and 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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.
(c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments funds were collected.
(e) Each c. [Reserved].
d. In the event there is a third party Servicer and upon Buyer’s request, Seller shall cause each Servicer and any other permitted sub-servicers provide promptly to execute Buyer a Servicer Acknowledgement acknowledging 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 the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(f) e. Upon written notice, Buyer shall have the occurrence of a Servicer Termination Event with respect right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage 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 Eventfee. 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Walter Investment Management Corp)
Servicing. (ai) It is hereby expressly acknowledged that the Servicing Rights relating to each Eligible Asset purchased by Purchaser hereunder have not been severed from the Eligible Asset, remain a part of the Eligible Asset and are transferred with the Eligible Asset. The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer Purchaser on a “servicing retained 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 is hereby granted a license (revocable in accordance with this Article 29) to cause Servicer to service the Purchased Assets, and Seller shall, at Seller’s sole cost and expense, cause the Servicer to service the Purchased Assets subject to the terms of this Agreement;
(ii) Purchaser and Seller have agreed that Seller shall designate Servicer to service the Purchased Assets in accordance with the Servicing Released Agreement, this Article 29 and the other provisions of this Agreement, for the benefit of Seller and Purchaser; provided, however, that while an Event of Default exists, Seller’s license to cause Servicer to service the Purchased Loans will Assets shall be sold by revoked. Seller and Purchaser agree that the applicable Servicing Agreement shall provide that it terminates automatically every thirty (30) days unless Purchaser provides written notice to Seller that such Servicing Agreement is extended for another thirty (30) days.
(iii) Seller shall not, nor shall it direct Servicer, to Buyer on a servicing released basistake any Material Action with respect to any Purchased Asset without first having given notice thereof to Purchaser in each such instance and receiving the prior written consent of Purchaser.
(iv) Seller may, and may direct Servicer to, take any Permitted Action without the prior consent of Purchaser, provided that Seller shall notify Purchaser of such Permitted Action promptly thereafter.
(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 Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The Servicing Agreement and agreeing that 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 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 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 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer.
(k) Buyer Purchaser may, in its sole and absolute discretion discretion, terminate (or require Seller to terminate) Servicer or any sub-servicer with respect to any Purchased Asset, upon the earliest of (i) a Servicer Event of Default under the Servicing Agreement, (ii) during the continuance of an Event of Default, (iii) upon Purchaser otherwise revoking Seller’s license to cause Servicer to Servicer the Purchased Assets or not extending the Servicing Agreement in accordance with Article 29(a)(ii), and (iv) the transfer of servicing to any other servicer and the assumption of such servicing by such other servicer, in each case, without any penalty or termination fee payable by Purchaser. Seller shall cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of Servicer, if an no Event of Default shall have occurred and be continuing, sell 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) Seller shall not, and shall not permit Servicer to, employ any 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 assign all of its rights, title and interest in the servicing agreements with such sub-servicer to Purchaser.
(d) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. Seller shall cause any sub-servicers engaged by Seller or Servicer to execute a letter in form and substance acceptable to Purchaser (a “Servicer Letter”), acknowledging Purchaser’s security interest in the Purchased Assets and agreeing to remit all Net Cash Flow received with respect to the Purchased Asset to the Collection Account in accordance with Article 5(e).
(e) Seller agrees that Purchaser is the owner of all servicing records relating to the Purchased Assets, including but not limited to the Servicing Released 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 Loans on a Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Purchaser or its designee (including the Custodian) at Purchaser’s request.
(f) The payment of servicing released basisfees shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding and due to Purchaser under the Transaction Documents.
Appears in 1 contract
Sources: Master Repurchase Agreement (Realty Finance Trust, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that Sellers, on the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Buyer’s behalf, shall contract with each Servicer to to, or if a Seller is the Servicer, such Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Sellers shall cause the Servicer shall, and shall ensure that each permitted sub-servicer will, 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) comply with the Servicing Standard and (iv) not impair the rights of the Buyer in any Purchased Loans Assets or any payment thereunder. The Buyer may terminate the servicing of any Purchased Asset with the then existing Servicer in accordance with Section 16(e) hereof.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The Sellers shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by the Sellers with respect to any Purchased Loans Assets in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) Each Seller The Sellers shall cause each the 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 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 foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer the Sellers on any account of the Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited Assets in the Collection Account pursuant no less than once per week.
(d) The Sellers shall provide promptly to the immediately preceding sentence shall then be remitted Buyer (i) a Servicer Notice addressed to and agreed to by the Remittance Account by no later than Servicer of the next occurring Servicer Remittance Daterelated Purchased Assets, net of any amounts that advising such Servicer is expressly permitted in of such matters as the related Servicing Agreement (as modified Buyer may reasonably request, including, without limitation, recognition by the related Servicer Acknowledgment) to withdraw or retain 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 such the Purchased LoansAssets and any related Income with respect thereto.
(fe) Upon the occurrence and during the continuance of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder, the applicable Seller Buyer shall have the right to immediately terminate such the Servicer’s right to service the related Purchased Loans under the related Servicing Agreement Assets 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 Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide The 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 of the Purchased Loans Assets to a successor servicer approved appointed by Repo Agent the Buyer in its 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.
(hf) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such either Seller by contract for managing or servicing any such Purchased Loan Asset has failed to perform fully such Seller’s obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased LoansAssets in any material respect, 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Fieldstone Investment Corp)
Servicing. (a) The parties hereto agree and acknowledge that As a condition of purchasing a Mortgage Loan, the Servicing Retained Purchased Loans will be sold by the applicable Administrative Agent may require Seller to Buyer service such Mortgage Loan as agent for the Buyers for a term of thirty (30) days (the “Servicing Term”), which is renewable as provided in clause (d) below, on a servicing retained basis the following terms and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis.conditions:
(b) Each Seller shall contract with each Servicer to service and administer the related Purchased Mortgage Loans consistent with on behalf of the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and Buyers in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply in accordance with all applicable Federalrequirements of the Agencies, State Requirements of Law, the provisions of any applicable servicing agreement, and local laws the requirements of any applicable Takeout Commitment and regulationsthe Takeout Investor, (ii) maintain all state so that the eligibility of the Purchased Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by such servicing 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 thereunderadministration.
(c) Each If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller agrees with respect 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 the Servicing Released Purchased Loans and Administrative Agent prior to such Purchase Date or servicing transfer date, as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and applicable. Each such Servicing Rights are not severable from or Agreement shall be in form and substance reasonably acceptable to the Administrative Agent. In addition, Seller shall have obtained the prior written consent of the Administrative Agent, on behalf of the Required Buyers, for such Subservicer to subservice the Purchased Mortgage Loans, which consent may be separated from the Servicing Released Purchased Loanswithheld in its sole discretion. Such In no event shall Seller’s use of a Subservicer relieve Seller covenants to safeguard (of its obligations hereunder, and to cause each Servicer and permitted sub-servicer to safeguard) any Seller shall remain liable under this Agreement as if Seller were servicing such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s requestMortgage Loans directly.
(d) Each Seller shall cause deliver the related Servicer to hold or cause to be held physical and contractual master servicing of each Purchased Mortgage Loan, together with 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 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 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 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 Records in its possession, to such successor servicer within sixty the Administrative Agent’s designee upon the earliest of (60w) days of such Servicer Termination Event. Upon the occurrence of an Event of DefaultDefault hereunder which is continuing, Repo Agent may exercise such right (x) the termination of termination that may arise Seller as servicer by the Administrative Agent, on behalf of the Required Buyers, pursuant to this Agreement, (y) the expiration (and shall provide Sellers with notice thereofnon-renewal) of the Servicing Term, or (z) the transfer of servicing to any entity approved by the Administrative Agent, on behalf of the Required Buyers, and the applicable Seller, if required assumption thereof by Repo such entity. The Administrative Agent, on behalf of the Required Buyers, shall exercise any 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 the Administrative Agent’s sole discretion, upon written notice. In addition, Seller shall deliver the physical and contractual master servicing of each ServicerPurchased Mortgage Loan, together with all of the related Records in its possession to the Administrative Agent’s right 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 contrary from the Administrative Agent; provided further that 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 the Buyers, upon receipt by the Administrative Agent 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 the Buyers, Seller agrees that it may havethe Buyers are the owners 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 the Administrative Agent), in each case without payment of any termination fee or any other amount to such Servicer or any and accurate and complete records of its agents or sub-servicers 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 and such retention and possession by Seller being in a custodial capacity only. Seller hereby grants the Administrative Agent, as agent for the Buyers, a security interest in all servicing fees to secure the extent permitted by the obligations of Seller and any Subservicer to service in conformity with this Section and any related Servicing Agreement. In any case where Servicer is so terminated.
(f) At the Administrative Agent’s reasonable request, Sellers and Servicers Seller shall cooperate in transferring the servicing and all Servicing Records relating promptly deliver to the Purchased Loans to Administrative Agent reports regarding the status of any Mortgage Loan being serviced by Seller, which reports shall include, but shall not be limited to, a successor servicer approved by Repo Agent in its sole discretion. For the avoidance description of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event default thereunder for more than thirty (30) days or an Event of Default shall be deemed part of an exercise of Buyer’s rights such other circumstances that are reasonably likely to cause a Material Adverse Effect on such Mortgage Loan, the liquidation, termination Buyers’ title to such Mortgage Loan or acceleration the collateral securing such Mortgage Loan; Seller may be required to deliver such reports until the repurchase of this Agreementthe Mortgage Loan by Seller. Seller shall immediately notify the Administrative Agent if it becomes aware of any payment default that occurs under the Mortgage Loan or any default under any Servicing Agreement that would materially and adversely affect any Mortgage Loan subject thereto.
(g) To the extent applicable, each Seller shall use commercially reasonable efforts release its custody of the contents of any Credit File or Mortgage File only (i) in accordance with the written instructions of the Administrative Agent, (ii) upon the consent of the Administrative Agent when such release is required as incidental to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such ServicerSeller’s servicing facilities for of the purpose Mortgage Loan, is required to complete the Takeout Commitment or comply with the Takeout Commitment requirements, or (iii) as required by Requirements 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 AcknowledgmentLaw.
(h) The Administrative Agent, at the direction of the Required Buyers reserves the right to appoint a successor servicer at any time to service any Purchased Mortgage Loan (each a “Successor Servicer”) . If either the Administrative Agent elects to make such an appointment due to an Event of Default that is continuing, Seller should discover thatshall be assessed all costs and expenses incurred by the Buyers associated with transferring the Purchased Mortgage Loans to the Successor Servicer. In the event of such an appointment, for Seller shall perform all acts and take all action so that any reason whatsoever, such part of the Credit File and related Records held by Seller, any Servicer or any together with all Income and other entity responsible receipts relating to such Seller for managing or servicing any Purchased Loan has failed Mortgage Loan, are promptly delivered to perform fully Successor Servicer, and shall otherwise reasonably cooperate with the Administrative Agent in effectuating such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such transfer. Seller shall promptly notify Repo have no claim for lost servicing income, lost profits or other damages if the Administrative Agent appoints a Successor Servicer hereunder and promptly remedy any non-compliancethe servicing fee is reduced or eliminated.
(i) Upon any termination For the avoidance of a Servicer as doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans provided herein, in the Servicer Acknowledgment or in the related Servicing 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 that 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer continue to service the Purchased LoansMortgage Loans hereunder as part of its Obligations hereunder. As such, but only with Seller expressly acknowledges that the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable Purchased Mortgage Loans are sold to the Buyer for its obligations Buyers on a “servicing released” basis. Upon Seller’s repurchase of any Purchased Mortgage Loan pursuant hereto, the transfer of such Mortgage Loan back 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 likewise be continuing, sell the Servicing Released Purchased Loans on a “servicing released released” basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Home Point Capital Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Sellers, 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 Buyer’s behalf, shall contract with each Servicer to to, or if a Seller is the Servicer, such Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The Seller shall cause the related Servicer to hold or cause to be held all escrow payments 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 escrow payments funds were collected.
(ec) Each The Seller shall cause each the Servicer and any other permitted sub-servicers to execute deposit all collections received by the Seller on account of the Purchased Mortgage Loans in the Collection Account no later than two Business Days following receipt.
(d) The Sellers shall provide promptly to Buyer (i) a Servicer Acknowledgement acknowledging 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 the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(fe) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Default or Event of Default has occurred and is continuing)hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage 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 Eventfee. Upon the occurrence of an Event of Defaulta material default under the Servicing Agreement, Repo Agent may exercise Buyer shall have the right (i) if such right of termination material default has not been cured within three (3) Business Days or (ii) if Buyer believes in its good faith discretion that may arise and shall provide Sellers with notice thereofthe parties thereto are not diligently attempting to rectify the material default, and to immediately terminate the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Mortgage Loans that it may have, in each case without payment of any penalty or 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 Agreementfee. In any case where Servicer is so terminated, Sellers and Servicers The Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(hf) If either the Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such the Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such the Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such the 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (First NLC Financial Services Inc)
Servicing. (a) The parties hereto agree and acknowledge that Purchaser hereby appoints the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 as its agent to service the related Purchased Loans consistent Items for the benefit of the Purchaser and enforce the Purchaser’s rights in and under such Purchased Items. The Seller hereby accepts such appointment and agrees to perform the duties and obligations with the degree of skill and care that such Servicer customarily exhibits respect thereto as set forth herein. The Seller may act through an Affiliate with respect to similar mortgage loans owned its servicing obligations hereunder. Notwithstanding that the Seller may contract with either an Affiliate, a third party or managed a sub–servicer to service the Purchased Items on its behalf, the Seller shall continue to remain liable to the Purchaser as servicer under this Agreement. The Seller covenants at its expense to maintain or cause the servicing of the Purchased Items to be maintained in conformity with Accepted Servicing Practices and in a manner at least equal in quality to the servicing Seller provides for Mortgage Assets that 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 terminates or the Seller repurchases any related Purchased Asset, or (iii) the transfer of servicing approved in writing by it the Purchaser. In connection with such servicing, the Seller (or an Affiliate of the Seller on its behalf) as servicer shall remit or cause to be remitted to the Purchaser any and all Income on the Purchased Items to the Collection Account. The Seller shall also give all appropriate notices under the Mortgage Loan Documents of the Purchaser’s interests in the Purchased Items. In servicing the Purchased Items, the Seller (or an Affiliate of Seller on its behalf) as servicer shall take all action, or cause to be taken all action, as may be necessary to enforce, realize on and collect the Purchased Items, including, but not limited to, all related Income, all in accordance with Applicable Law, with reasonable care and diligence, and in accordance with the Accepted Servicing Practices. Each Servicer shall; provided, and shall ensure however, that each permitted sub-servicer will, (i) comply with all applicable Federalin no event shall the Seller, State or any Affiliate of the Seller on its behalf, take any material servicing action in respect of a Purchased Item or exercise any rights of the holder of a Purchased Item without the prior written approval of the Purchaser, and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform the Seller, or any Affiliate of the Seller on its servicing responsibilities hereunderbehalf, (iii) comply shall consult regularly with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder.
(c) Each Seller agrees Purchaser with respect to any other actions to be taken or not taken by a holder of the Servicing Released Purchased Loans Items and in connection with such servicing and administration of the Purchased Items. The Purchaser, by and through the Seller or its Affiliate on its behalf, shall have the right to exercise any determinations, consent rights and approvals in connection with the Purchased Items in accordance with the terms of the Mortgage Loan Documents until such time as between such the related Purchased Items are repurchased by the Seller. If the Purchased Items are serviced by the Seller and ▇▇▇▇▇or an Affiliate, ▇▇▇▇▇ the Seller agrees that, until the repurchase of a Purchased Asset on a Repurchase Date, the Purchaser is the owner of all servicing records for the period that the Purchaser owns the Purchased Items, including, but not limited to, any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, computer programs, 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 Purchased Items (the “Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased LoansRecords”). Such The 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 Purchaser or its designee (including the Custodian) at Repo Agentthe Purchaser’s request.
(d) Each . Notwithstanding anything to the contrary contained herein, the exercise by the Purchaser of its rights hereunder shall not release the Seller from any of its duties or responsibilities with respect to the Purchased Items. The Purchaser shall cause the related Servicer to hold not have any obligation or cause to be held all escrow payments collected liability with respect to any Purchased Loans in trust accounts and Items, nor 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 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 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 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 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 them 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 obligated to perform fully such Seller’s obligations under the 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-compliancehereunder.
(i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Mortgage Asset Purchase Agreement (Municipal Mortgage & Equity LLC)
Servicing. (a) The parties hereto agree Seller shall service the Purchased Mortgage Loans as agent for Buyer and acknowledge 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 the Servicing Retained Purchased Loans will be sold eligibility of the Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by the applicable Seller to Buyer on a such servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basisadministration.
(b) Each 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 contract with each Servicer to service provide a copy of the related Purchased Loans consistent with servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the degree of skill and care that “Servicing Agreement”) to Buyer prior to such Servicer customarily exhibits with respect to similar mortgage loans owned Purchase Date or managed by it and in accordance with Accepted Servicing Practicesservicing transfer date, as applicable. Each Servicer shallsuch 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 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 remain liable under this Agreement as if Seller were servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased such Mortgage Loans or any payment thereunderdirectly.
(c) Each Seller agrees shall transfer actual servicing of each Purchased Mortgage Loan, together with respect all of the related Records in its possession, to the Servicing Released Purchased Loans and as between such Seller and Bu▇▇▇’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 or (iii) 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 Bu▇▇▇’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 Bu▇▇▇ ▇s 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 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 immediately notify Buyer if it becomes aware of any payment default that occurs under the Purchased Mortgage Loan or any default under any Servicing Agreement that would materially and adversely affect any Purchased Mortgage Loan subject thereto.
(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 when such release is required as incidental to Seller’s servicing of the 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) Upon thirty (30) days’ written notice to Seller or at any time after a Default, Buyer may appoint a successor servicer at any time to service any Purchased Mortgage Loan (each a “Successor Servicer”) in its sole discretion. If Buyer elects to make such an appointment due to a Default or Event of Default, Seller shall be assessed all costs and expenses incurred by Buyer associated with transferring the servicing of the Purchased Mortgage Loans to the Successor Servicer. In the event of such an appointment, Seller shall perform all acts and take all action so that any part of the Credit File and 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 ▇▇▇▇▇ 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 appoints a Successor 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 hereunder and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account servicing fee is reduced 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 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 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 sole discretioneliminated. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event 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.
(gh) To For the extent applicableavoidance of doubt, each Seller retains no economic rights to the servicing of the Purchased Mortgage Loans provided that 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer continue to service the Purchased LoansMortgage Loans hereunder as part of its Obligations hereunder. As such, but only with Seller expressly acknowledges that the consent of Purchased Mortgage Loans are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a “servicing released released” basis.
Appears in 1 contract
Servicing. (a1) The parties hereto agree and acknowledge that Pursuant to the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis Agreements, each Seller, each Trust Subsidiary and the Servicing Released Purchased Loans will be sold by REO Entity, respectively have contracted with the applicable Seller to Buyer on a servicing released basis.
(b) Each Seller shall contract with each Servicer Servicers to service the related Purchased Contributed Mortgage Loans and Contributed REO Properties consistent with the degree of skill and care that such Servicer each Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans and REO Properties owned or managed by it and in accordance with Accepted - 45 - Servicing PracticesGuidelines. Each Servicer shall, Seller and Servicers 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Contributed Mortgage Loans and Contributed REO Properties or any payment thereunder. Buyer may terminate the servicing of any Contributed Mortgage Loans or Contributed REO Properties with the then‑existing servicer in accordance with Section 12(a)(5) hereof.
(c2) Each Seller agrees with respect to the Servicing Released Purchased Loans Sellers shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 Servicers to hold or cause to be held all escrow payments funds collected by each Seller and Servicers with respect to any Purchased Contributed Mortgage Loans and Contributed REO Properties in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(e3) Sellers shall and shall cause the Servicers to deposit all collections received by the Servicers on the Contributed Mortgage Loans and Contributed REO Properties in the Collection Account.
(4) Each Seller shall cause each Servicer and any other permitted sub-servicers provide to execute Buyer (i) a Servicer Acknowledgement acknowledging Notice addressed to and agreed to by each Servicer, advising Servicers of such matters as Buyer may reasonably request, including, without limitation, recognition by Servicers of Buyer’s interest in the related Purchased such Contributed Mortgage Loans and Contributed REO Properties and each Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income instructions of Buyer with respect to the Purchased Contributed Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the Contributed REO Properties and any 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 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 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 Loansthereto.
(f5) Upon prior written notice following the occurrence and during the continuance of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)Default, Buyer shall have the applicable Seller shall right to immediately terminate such any Servicer’s right to service the related Purchased Contributed Mortgage Loans under the related Servicing Agreement and Contributed REO Properties 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 under 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 terminatedUpon receipt of such notice, Sellers each Seller and the Servicers shall cooperate in transferring the applicable servicing of the Contributed Mortgage Loans and all Servicing Records relating to the Purchased Loans Contributed REO Properties to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(h6) If either any Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any Purchased such Contributed Mortgage Loan or Contributed REO Property has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased LoansContributed Mortgage Loans and Contributed REO Properties, 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j7) The Servicer may hire a sub-servicer For the avoidance of doubt, each Seller retains no economic rights to the servicing of the Contributed Mortgage Loans and Contributed REO Properties; provided that each Seller shall and shall cause the Servicers to continue to service the Purchased LoansContributed Mortgage Loans and Contributed REO Properties hereunder as part of the Obligations hereunder. As such, but only with each Seller expressly acknowledges that the consent of Buyer Contributed Mortgage Loans and provided that such sub-servicer execute Contributed REO Properties are transferred to a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans Trust Subsidiary on a “servicing released released” basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Altisource Residential Corp)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer on a “servicing retained released” basis and Buyer is the sole owner of all Servicing Rights so long as the Purchased Assets are subject to this Agreement. Notwithstanding the foregoing, Seller 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 Purchased Assets, and Seller shall, at Seller’s sole cost and expense, cause the Servicer to service the Purchased Assets in accordance with the Servicing Released Agreement and this Article 27 and for the benefit of Buyer. Notwithstanding the foregoing, Seller shall not take (and shall not permit any Servicer to effect) any Significant Modification of any Purchased Loans will be sold by the applicable Seller Asset without first having given prior notice thereof to Buyer on a servicing released basisin each such instance and receiving the prior written consent of Buyer in its sole discretion.
(b) Each The obligation of Servicer (or Seller to cause Servicer) to service any of the 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. ▇▇▇▇▇▇ 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 contract 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 Servicer 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 ▇▇▇▇▇.
(d) Seller shall not, and shall not permit Servicer to, employ any sub-servicers to service the related Purchased Loans consistent Assets without the prior written approval of Buyer, such approval not to be unreasonably withheld, conditioned or delayed. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all of its right, title and interest in the sub-servicing agreement with such sub-servicer to Buyer.
(e) Seller shall cause Servicer and any sub-servicer to service the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and Purchased Assets in accordance with Accepted Servicing Practices. Each With respect to any Servicing Agreement as to which Buyer is not a party, Seller shall cause Servicer shall, (at the request of Buyer) and shall ensure that each permitted any sub-servicer will, (i) comply servicers engaged by Seller to execute a letter agreement 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 a form acceptable to Buyer (a “Servicer Letter”) acknowledging Buyer’s security interest in the Purchased Loans or any payment thereunder.
(c) Each Seller agrees Assets and agreeing to remit all Income received with respect to the Servicing Released Purchased Loans and Assets to the Collection Account in accordance with Article 5(e) or as between such Seller and ▇▇▇▇▇, otherwise directed by ▇▇▇▇▇ in accordance with the Servicer Letter.
(f) Seller agrees that Buyer is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are servicing records relating to the Purchased Assets, including but not severable from or limited to be separated from the Servicing Released 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 LoansAssets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Such Seller covenants to safeguard (and or to cause each Servicer and permitted sub-servicer to safeguardto) any safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’s request.
(dg) Each The payment of servicing fees under the Servicing Agreement shall be solely the responsibility of 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 be subordinate to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that 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 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 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 amounts outstanding and shall appoint a successor servicer acceptable due 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 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 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-complianceDocuments.
(i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (AB Commercial Real Estate Private Debt Fund, LLC)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer Purchaser on a “servicing retained released” 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 Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ Purchaser 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 such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to so long as the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in Assets are subject to 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 discretionAgreement. Without limiting the generality of Notwithstanding the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer be granted a revocable license (which license shall automatically be revoked (i) every thirty (30) days unless Purchaser provides written notice to deposit all Income received by any Servicer on any Purchased Loans 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 Seller that such Servicer license is expressly permitted in the related Servicing Agreement extended for another thirty (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 (6030) days of such Servicer Termination Event. Upon or (ii) 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 cause Servicer to service the related Purchased Loans that it may haveAssets, in each case without payment of any termination fee or any other amount to such and Seller shall, at Seller’s sole cost and expense, cause 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 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans Assets in accordance with the terms of Servicing Agreement and this Agreement Article 29 and for the benefit of BuyerPurchaser. Notwithstanding the foregoing, Seller shall not take any action or effect any modification or amendment of any Purchased Asset which in each case is a 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 such Purchased Asset shall cease to be an Eligible Asset.
(jb) The obligation of Servicer may hire a sub-servicer (or Seller to cause Servicer) to service any of the Purchased LoansAssets shall cease, but only 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 consent transfer of Buyer servicing to any other Servicer and provided that the assumption of such sub-servicer execute a Servicer Acknowledgment acceptable servicing by such other Servicer. Seller agrees to Buyercooperate with Purchaser in connection with any termination of Servicer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement Upon any termination of any such sub-servicer.
(k) Buyer mayServicer, in its sole and absolute discretion if an no Event of Default shall have occurred and be continuing, sell 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 Servicer under the Servicing Released Agreement, (ii) upon the occurrence of a default by Servicer under any applicable 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. Seller shall cooperate with Purchaser to effectuate the removal of any Servicer or any sub-servicer by Purchaser in accordance with this Article 29(c).
(d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Loans on 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 released basisagreements 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. Unless Purchaser is a party to the related Servicing Agreement, 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(d) 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 covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Purchaser or its designee (including Custodian) at Purchaser’s request.
(g) The payment of servicing fees shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding and due to Purchaser under the Transaction Documents.
Appears in 1 contract
Sources: Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.)
Servicing. (a) The parties hereto agree and acknowledge It is expressly acknowledged that the Servicing Retained Purchased Rights relating to the Mortgage Loans will be sold purchased by Buyer hereunder have been sold, assigned, and transferred by Sellers to Buyer along with the Mortgage Loans, and that as of the Restatement Closing Date, such Servicing Rights are being exercised under the control of the Buyer through the Buyer’s servicing arrangements with the Platform. Notwithstanding the foregoing, Buyer may in its sole discretion, whether following a sale of the Platform to IMH or an affiliate thereof or otherwise (and regardless of whether or not such a sale shall occur), by delivery of reasonable prior written notice to Servicer, delegate to Servicer as a subservicer of Buyer in respect of Buyer’s Servicing Rights, all or a portion of the responsibilities in respect of servicing and administering (or shall effect such delegation to a Sub-Servicer engaged by Servicer and approved by Buyer, if applicable, to service and administer, pursuant to the applicable Seller to Sub-Servicing Agreement) the Mortgage Loans on behalf of Buyer on an interim basis in accordance with Accepted Servicing Practices for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing retained basis Servicer provides for mortgage loans which it owns for its own account, provided that Servicer shall at all times comply with applicable law and the requirements of any applicable insurer or guarantor so that the insurance and any applicable guarantee in respect of any Mortgage Loan is not voided or reduced, and provided further, that unless otherwise agreed by Seller, Servicer shall comply with the same servicing obligations and standards that apply to mortgage loans serviced pursuant to the Platform Servicing Released Purchased Loans will be sold by Agreement, if ever any. Unless the applicable Seller context shall otherwise require or as otherwise expressly stated, the covenants and undertakings of the Servicer under this Section 11.10 shall apply to the Servicer only if Buyer on a has delegated servicing released basisresponsibilities to the Servicer as described above.
(b) Each Seller Servicer shall contract at all times maintain accurate and complete records of its servicing of the Mortgage Loans, and Buyer may, at any time during Servicer’s business hours, on reasonable notice, examine and make copies of such records. On the second (2nd) Business Day of each calendar month, or at any other time upon Buyer’s request, Servicer shall deliver to Buyer reports regarding the status of the Mortgage Loans in accordance with each Servicer to service the related Purchased Loans consistent with the degree of skill Sections 9.28 and care that such Servicer customarily exhibits 9.29, which shall include, with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shallany MERS Designated Mortgage Loan, MERS Reports, and shall ensure any circumstances that each permitted sub-servicer willcould materially adversely affect the Mortgage Loans, (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 Buyer’s ownership of the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunderthe collateral securing the Mortgage Loans.
(c) Each Seller Servicer’s rights to interim service the Mortgage Loans as provided in this Agreement, shall terminate on the earlier of the related Repurchase Date or the date which is thirty (30) days following the related Purchase Date; provided that, on each Repurchase Date for which a Mortgage Loan is subject to a new Transaction such 30-day interim servicing period is deemed renewed for such new Transaction, and a new 30-day period is deemed to commence as of such Repurchase Date, unless otherwise stated in writing by Buyer. If an Act of Insolvency of Servicer or any default hereunder by Servicer occurs at any time, Servicer’s rights and obligations to service the Mortgage Loan(s), as provided in this Agreement, shall terminate immediately, without any notice or action by Buyer. Servicer agrees and acknowledges that Buyer may also, at any time, terminate the interim servicing of the Mortgage Loans by Servicer and transfer servicing to the Platform (regardless of whether or not the Platform is acquired by Servicer or an affiliate thereof) or to another Person on such date as Buyer may determine in its sole discretion. In the event that anything in this Agreement is interpreted as constituting one or more interim servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default; (ii) the repurchase of a Mortgage Loan by a Seller; or (iii) Buyer’s notice to Servicer directing Servicer to transfer servicing (provided, that the Servicer’s obligations as set forth herein to cooperate in the transfer of such servicing shall not terminate until such servicing has actually been transferred in full). In connection with any termination of the Servicer, Sellers shall, at their own expense, transfer servicing of the Mortgage Loans to a Successor Servicer designated by Buyer.
(d) Within two (2) Business Days after notice from Buyer, or immediately upon notice if an Event of Default has occurred:
(i) Servicer shall comply with the provisions of Section 4.01 hereof; and
(ii) at Buyer’s sole option, upon written notice from Buyer, Servicer shall transfer servicing of the Mortgage Loans to a Successor Servicer designated by Buyer.
(e) Following the occurrence of an Event of Default, in connection with the transfer of servicing from Servicer to Successor Servicer, Successor Servicer or Buyer, pursuant to Section 3500.21(d) of the Real Estate Settlement Procedures Act (12 U.S.C. 2605), shall deliver a notice of transfer to the Mortgagors, which notice shall not require the signature or approval of Servicer. Such notice of transfer shall be in substantially the same form as Exhibit XII attached hereto.
(f) Impac Funding Corporation, or any Affiliate, in its capacity as Servicer, shall permit (or shall cause any Sub-Servicer, if applicable, to permit) Buyer to inspect Servicer’s or its Affiliate’s or Sub-Servicer’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Servicer or its Affiliate or Sub-Servicer, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement.
(g) If the servicer of the Mortgage Loans is Impac Funding Corporation or an Affiliate of Impac Funding Corporation, Servicer shall provide to Buyer a letter from Servicer or such Affiliate, as the case may be, to the effect that upon one (1) day’s notice from Buyer or immediately upon the occurrence of an Event of Default, Servicer’s rights and obligations to service the Mortgage Loans shall terminate immediately, without any further notice or action by Buyer and Servicer shall transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Servicer will pay any and all fees required to terminate Servicer and to effectuate the transfer of servicing to the designee of Buyer.
(h) With respect to the Servicing Released Purchased Mortgage Loans and as between such Seller and ▇▇▇▇▇that are serviced by Servicer, ▇▇▇▇▇ Servicer agrees that 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 LoansRecords. Such Seller Servicer 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 AgentBuyer’s request.
(di) Each Seller shall cause If Servicer services the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Mortgage 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 through a sub-servicers to execute a servicer, Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing agrees that it shall ensure that any such Servicer and any permitted sub-servicer (if applicable) shall deposit complies in all Income material respects with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided all provisions contained 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 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 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 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of BuyerSection 11.10.
(j) The In consideration of its agreement to provide interim servicing for the benefit of Buyer hereunder (and regardless of whether or not Buyer ever actually designates the Servicer may hire a sub-servicer to service perform delegated servicing functions hereunder), Servicer shall be entitled to receive, payable solely from the Income on the Purchased LoansAssets, an interim servicer fee (the “Interim Servicer Fee”) equal to [the Interim Servicing Fee Rate accruing from time to time on the daily average of the outstanding principal balance of Mortgage Loans constituting Purchased Assets that are Eligible Assets hereunder], but payable solely from the portion of available Income representing interest collected in respect of the Mortgage Loans. Servicer, if then performing delegated servicing responsibilities that include the processing and remittance of collections of Income, may obtain such payment by withholding such amount from such Income prior to transferring such Income to Buyer; provided, that following the occurrence and during the continuance of a Default, such amount shall only with the consent be payable to Servicer from such Income that remains available after repayment of all Outstanding Repurchase Price and satisfaction of all other obligations owing to Buyer hereunder; and provided further, that such sub-the Interim Servicing Fee shall continue to accrue for the benefit of the Servicer only for so long as the Servicer has not been terminated by the Buyer as interim servicer execute a Servicer Acknowledgment acceptable hereunder. In addition, Buyer agrees to Buyer. The Servicer shall remain liable pay to the Platform in consideration of the Platform’s provision of servicing advice and consultation to Buyer for its obligations from time to Seller and time, a Platform servicer fee (the “Platform Servicer Fee”) equal to [the Platform Servicing Fee Rate accruing from time to time on the daily average of the outstanding principal balance of Mortgage Loans constituting Purchased Assets that are Eligible Assets hereunder], but payable solely from Income received by Buyer notwithstanding the engagement of any such sub-servicerhereunder.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Impac Mortgage Holdings Inc)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, 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 Buyer’s behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, interim service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder.
(c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇shall, ▇▇▇▇▇ 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 to, hold or cause to be held all escrow payments funds collected by Servicer with respect to any Purchased Mortgage Loans in segregated trust accounts accounts, separate and apart from any of Seller’s corporate funds, and shall apply the same for the purposes for which such escrow payments funds 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 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 foregoing, each c. Seller shall, or shall cause the Servicer to, immediately upon the occurrence of a Default, after giving effect to any applicable grace or any permitted sub-servicer to cure period, or an Event of Default, deposit all Income Income, excluding any prepayments in full as set forth in Section 7(d), received by any Servicer on any the Purchased Loans into Assets in the applicable Collection Account within two no later than the fifth (25th) Business Days of 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 Servicer’s receipt thereofremittance is to occur. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance 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 no later a servicer other than Seller, or if the next occurring Servicer Remittance Date, net servicing of any amounts that Purchased Mortgage Loan is to be transferred from Seller to a Servicer other than Seller, Seller shall, prior to such Servicer is expressly permitted in 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 (as modified by the related each, a “Servicer Acknowledgment) Side Letter”), in form and substance substantially similar to withdraw or retain with respect to such Purchased LoansExhibit F hereto.
(f) Upon e. The Buyer shall have the occurrence of a Servicer Termination Event with respect right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage 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 upon the occurrence and continuance of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, Default hereunder. Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent Buyer and promptly remedy any non-compliance.
g. Notwithstanding anything in Section 11(e) hereof to the contrary, the Servicer’s rights and obligations to interim service the Purchased Mortgage Loans shall terminate on the twentieth (i20th) 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 Buyer prior to such date. For purposes of this provision, notice provided by electronic mail shall constitute written notice. Upon any termination of a Servicer as provided hereintermination, in the Servicer Acknowledgment or in the related Servicing 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)servicing, including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agentthe Buyer. The Servicer’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related servicing transfer date, Sellers the Servicer shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Mortgage Loans in accordance with the terms of this Agreement and for the 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, (ji) The Servicer may hire a sub-servicer provide Buyer with the related Servicing Agreement pursuant to which such subservicer shall service the Purchased such Mortgage Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment 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. The Servicer 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.
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 of the Purchased Mortgage Loans. Buyer for its obligations shall also have the right to Seller obtain copies of all Records and Buyer notwithstanding files of the engagement of any such sub-servicerServicer relating to the Purchased Assets, including all documents relating to the Purchased Mortgage Loans and the servicing thereof.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Caliber Home Loans, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Sellers, 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 Buyer's behalf, shall contract with each Servicer to to, or if a Seller is the Servicer, such Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Sellers customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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.
(c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇. ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments funds were collected.
(e) Each Seller ▇. ▇▇▇▇▇▇▇ shall cause each the Servicer and 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 other permitted sub-servicers amounts required to execute 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 (i) a Servicer Acknowledgement acknowledging Buyer’s interest in 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 related Servicing Agreement and agreeing Servicer's agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(f) e. Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s 's right to service the related Purchased Mortgage 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 Eventfee. 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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) f. If either Seller Sellers should discover that, for any reason whatsoever, such Seller, any Servicer Sellers or any other entity responsible to such Seller Sellers for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s Sellers' obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller Sellers 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (New York Mortgage Trust Inc)
Servicing. (a) The parties hereto agree and acknowledge that a. Pursuant to the Servicing Retained Purchased Loans will be sold by Agreements, Seller and Trust Subsidiary, respectively have contracted with the applicable Seller 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 Servicers to service the related Purchased Loans Trust Mortgage Loans, and REO Properties consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans and REO Properties owned or managed by it and in accordance with Accepted Servicing PracticesGuidelines. Each Servicer shall, The Seller and Servicers 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Trust Mortgage Loans and REO Properties or any payment thereunder. Buyer may terminate the servicing of any Trust Mortgage Loans or REO Properties with the then-existing servicer in accordance with Section 12(e) hereof.
(c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 Servicers to hold or cause to be held all escrow payments funds collected by Seller and Servicers with respect to any Purchased Trust Mortgage Loans and REO Properties in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(e) Each c. Seller shall and shall cause each Servicer the Servicers to deposit all collections received by the Servicers on the Trust Mortgage Loans and any other permitted sub-servicers REO Properties in the Collection Account.
d. Seller shall provide to execute Buyer (i) a Servicer Acknowledgement acknowledging Notice addressed to and agreed to by each Servicer, advising Servicers of such matters as Buyer may reasonably request, including, without limitation, recognition by Servicers of Buyer’s interest in the related Purchased such Trust Mortgage Loans and REO Properties and each Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income instructions of Buyer with respect to the Purchased Trust Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the REO Properties and any 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 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 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 Loansthereto.
(f) e. Upon prior written notice following the occurrence and during the continuance of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)Default, Buyer shall have the applicable Seller shall right to immediately terminate such any Servicer’s right to service the related Purchased Trust Mortgage Loans under the related Servicing Agreement and REO Properties 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 under 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 terminatedUpon receipt of such notice, Sellers Seller and the Servicers shall cooperate in transferring the applicable servicing of the Trust Mortgage Loans and all Servicing Records relating to the Purchased Loans REO Properties to a successor servicer approved appointed by Repo Agent Buyer in its 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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any Purchased such Trust Mortgage Loan or REO Property has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased LoansTrust Mortgage Loans and REO Properties, 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer g. For the avoidance of doubt, the Seller retains no economic rights to the servicing of the Trust Mortgage Loans and REO Properties; provided that the Seller shall and shall cause the Servicers to continue to service the Purchased LoansTrust Mortgage Loans and REO Properties hereunder as part of the Obligations hereunder. As such, but only with the consent of Buyer Seller expressly acknowledges that the Trust Mortgage Loans and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to REO Properties are transferred 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 Released Purchased Loans Trust Subsidiary on a “servicing released released” basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Altisource Residential Corp)
Servicing. (a) The parties hereto agree Seller covenants to maintain or cause the servicing of the Purchased Assets to be maintained in conformity with Accepted Servicing Practices and acknowledge pursuant to the related underlying Servicing Agreement, if any. 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) the expiration of the Servicing Retained Purchased Loans will be sold Term (including any extension period), (ii) the termination thereof by Buyer in connection with the applicable Seller occurrence of a Servicer Termination Event, (iii) the date on which all the Obligations have been paid in full, or (iv) the transfer of servicing to any entity approved by Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold assumption thereof by the applicable Seller to Buyer on a servicing released basissuch entity.
(b) Each 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 Repurchase Date for the relevant Transaction (such term, the “Servicing Term”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any extension thereof) with respect to any Purchased Asset, Seller shall contract with each Servicer have no right to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect Asset nor shall Buyer have any obligation 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 extend the Servicing Standard and Term (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder.
(c) Each Seller agrees with respect continue to extend the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is Term). Buyer shall have the owner right to immediately terminate the Servicer at any time following the occurrence of all Servicing Rights and Servicing Records and any event described in Section 18 hereof (a “Servicer Termination Event”). If such Servicing Rights are Term is not severable from extended by Buyer or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each if Buyer has terminated Servicer and permitted sub-servicer to safeguard) any as a result of a Servicer Termination Event, Servicer shall transfer such Servicing Records and to deliver them promptly servicing to Buyer or its designee (including Custodian) at Repo Agent’s request.
(d) Each Seller no cost or expense to Buyer. Servicer shall cause the related Servicer to hold or cause to be held all escrow payments Escrow Payments collected with respect to any the Purchased Loans Assets it is subservicing on behalf of Buyer in trust segregated accounts for the sole benefit of the Mortgagors and shall apply the same for the purposes for which such escrow payments funds were collected.
(e) Each Seller shall cause each . If 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 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 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 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 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 it has failed to perform fully such Seller’s its servicing obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased LoansAssets it is subservicing on behalf of Buyer, such Seller shall promptly notify Repo Agent and promptly remedy any non-complianceBuyer.
(c) During the period the Seller is servicing the Purchased Assets for Buyer, (i) Upon 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 termination 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 Servicer as provided hereinsecurity 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 Seller or its designee to service in conformity with this Section 41 and any other obligation of the Seller to Buyer. At all times during the term of this Agreement, the 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 Servicer Acknowledgment or in extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s reasonable request. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Assets.
(d) The Buyer, in its sole discretion, may appoint a backup servicer upon the occurrence of an Event of Default. In such event, Seller shall commence monthly delivery to such backup servicer of the servicing information required to be delivered to Buyer pursuant to Section 42 hereof and any other information reasonably requested by backup servicer, all in a format that is reasonably acceptable to such backup servicer. Buyer shall pay all costs and expenses of such backup servicer, including, but not limited to all fees of such backup servicer in connection with the processing of such information and the maintenance of a servicing file with respect to the Purchased Assets. Seller shall cooperate fully with such backup servicer in the event of a transfer of servicing hereunder and will provide such backup servicer with all documents and information necessary for such backup servicer to assume the servicing of the Purchased Assets.
(e) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than the Seller (a “Subservicer”), or if the servicing of any Purchased Asset is to be transferred to a Subservicer, the Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer at least one (1) Business Day prior to such Purchase Date or transfer date, Sellers 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 Loans, which consent may not unreasonably be withheld or delayed. Upon termination of the Servicer in accordance with subsection (a) above, Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate any Subservicers as subservicer and any related Servicing Agreement (to the extent permitted therein) with respect to Purchased Assets that have not been repurchased without payment of any penalty or termination fee. Upon any such termination, the Seller shall cause such Servicer Subservicer to transfer such servicing with respect to such Purchased Assets to Buyer or its designee, appointed by Buyer in its sole discretion, at no cost or expense to Buyer in accordance with applicable laws and applicable Agency Guidelines. The Seller agrees to cooperate with Buyer in connection with the transfer of servicing.
(including without limitation such f) After the Purchase Date, until the Repurchase Date, the Seller will have no right to modify or alter the terms of the 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 Rights andPractices, if either any Program Documents or other requirements, and the Seller owns will have no obligation or possesses Servicing Rightsright to repossess any Loan or substitute another Loan, such Seller shall transfer servicing except as provided in any Custodial and such Servicing Rights)Disbursement Agreement or any Program Document, including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms Section 16 of this Agreement and for the benefit of BuyerAgreement.
(jg) The Servicer 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 hire a sub-servicer be, for the purpose of satisfying Buyer that the Seller 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 Seller, the Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer.
(h) Seller retains no economic rights to the servicing of the Purchased Assets; provided that Seller shall continue to service the Purchased LoansAssets hereunder as part of its Obligations hereunder. As such, but only with Seller expressly acknowledges that the consent of Purchased Assets are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a “servicing released released” basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Rocket Companies, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer on a “servicing retained released” basis and Buyer is the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a sole owner of all 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 rights with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practiceseach Purchased Asset so long as such Purchased Asset is subject to this Agreement. 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 Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 Notwithstanding the 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 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 be granted a revocable license (which license 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 be revocable 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 cause Servicer to service the related Purchased Loans that it Assets, and Seller shall cause the Servicer to service the Purchased Assets in accordance with the Servicing Agreement and this Section 16 for the benefit of Buyer. Servicer shall service or cause to be serviced the applicable Purchased Asset in accordance with Accepted Servicing Practices and in accordance with all applicable Requirement of Law and the provisions of the Servicing Agreement. Seller may haveappoint a successor Servicer acceptable to Buyer in its reasonable discretion, in each case without payment of which approval shall not be unreasonably withheld, conditioned or delayed.
(b) The Servicer may delegate to any termination fee or any other amount to such Servicer or Person any of its agents or sub-servicers obligations hereunder; provided, however, that the Servicer shall cause the performance of all subcontracted services and any subservicing agreement to be consistent with the provisions of this Agreement. Notwithstanding any such subservicing agreement, the Servicer shall be obligated to the same extent permitted by and under the related Servicing same terms and conditions as if the Servicer alone was servicing the Purchased Assets in accordance with the terms of this Agreement. In Notwithstanding any case where Servicer is so terminatedother provision of this Agreement, Sellers any fees or other compensation payable to any subservicer shall be the responsibility of Seller. Any subservicing agreement that may be entered into and Servicers shall cooperate in transferring the servicing and all Servicing Records any transactions or services relating to the Purchased Loans Assets involving a subservicer in its capacity as such shall be deemed to be between the subservicer and the Servicer alone, and Buyer shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the subservicer. Buyer agrees that it will not deliver any instructions to a subservicer servicing a Purchased Asset on behalf of the Servicer unless an Event of Default has occurred or is continuing or the Servicer is terminated.
(c) Without limitation on Servicer’s rights to delegate to a subservicer as provided in Section 16(b) above, Seller shall not employ subservicers to service the Purchased Assets without the prior written approval of Buyer, which approval shall not be unreasonably withheld. If the Purchased Assets are serviced, in whole or in part, by a subservicer (i) Servicer shall nevertheless remain primarily liable to Buyer for the servicing of the Purchased Assets under the 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 subject to the terms of the applicable subservicing agreement.
(d) During the period a Servicer or its agent is servicing the Purchased Asset, Servicer shall agree that Buyer is entitled to the related Credit Files and Records and Servicer shall at all times maintain and safeguard (or cause to be maintained and safeguarded) the Credit File for the Purchased Asset (including photocopies or images of the documents delivered to Buyer), and accurate and complete records of its (or its agent’s) servicing of the Purchased Asset; such Servicer’s (or its agent’s) possession of the Credit Files and Records being for the sole purpose of servicing such Purchased Asset and such retention and possession by Servicer (or its agent’s) being in a custodial capacity only.
(e) At Buyer’s request, Seller shall promptly deliver to Buyer reports regarding the status of any Purchased Asset being serviced by or on behalf of Seller, which reports shall include, but shall not be limited to, a description of any event of default (beyond applicable notice and cure periods) thereunder for more than thirty (30) days or such other circumstances that could cause a material adverse effect on such Purchased Asset, Buyer’s rights to such Purchased Asset or the collateral securing such Purchased Asset; Seller Parties may be required to deliver such reports until the release of the Purchased Asset by Buyer. Seller shall promptly notify Buyer not later than three (3) Business Days following it having knowledge of any payment default that occurs under the Purchased Asset or any default under any Servicing Agreement that would materially and adversely affect any Purchased Asset subject thereto.
(f) Seller shall release its custody of the contents of any Credit File or Asset File only (i) in accordance with the written instructions of Buyer, (ii) upon the consent of Buyer when such release is required as incidental to Seller’s or its agent’s servicing of the Purchased Asset, or (iii) as required by any applicable Requirement of Law.
(g) Buyer reserves the right to appoint a successor servicer approved by Repo Agent at any time following an Event of Default that is continuing to service any Purchased Asset (each, a “Successor Servicer”) in its sole discretion, subject to delivering the requisite advance notice to Servicer in accordance with any separate agreement between Buyer and Servicer relating to the Servicing Agreement. If Buyer elects to make such an appointment, Seller shall be assessed all reasonable out-of-pocket costs and expenses actually incurred by Buyer associated with transferring the servicing of the Purchased Asset to the Successor Servicer. In the event of such an appointment, Seller shall perform all acts and take all action so that any part of the Credit File and related Records held by Seller, together with all receipts relating to such Purchased Asset, 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 doubt, any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event 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.
(gh) To the extent applicable, each Seller shall use commercially reasonable efforts provide promptly to cause each Buyer a Servicer Notice addressed to and any permitted sub-servicer agreed to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for by the purpose Servicer of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan Assets, advising such Servicer of such matters as provided Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in this Agreement, the related Servicing Agreement such Purchased Assets and the related Servicer Acknowledgment.
(h) If either Seller should discover thatServicer’s agreement that upon receipt of notice of an Event of Default from Buyer, 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 it will follow the Transaction Documents or any instructions of the obligations of such entities Buyer with respect to the Purchased Assets and any related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-complianceIncome with respect thereto.
(i) Upon the occurrence of an event of default (beyond any termination applicable notice and cure period) of Servicer under the Servicing Agreement (a “Servicer as provided hereinTermination Event”), in if Seller fails to replace the Servicer Acknowledgment or in the related Servicing 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement within forty-five (45) days of the occurrence of such Servicer Termination Event, Buyer shall have the right to immediately terminate the right of Servicer to service or subservice, as applicable, the Purchased Assets without payment of any penalty or termination fee and for Seller and Servicer shall cooperate in transferring the benefit servicing or subservicing, as applicable, of Buyerthe Purchased Assets to a successor servicer or subservicer appointed by Buyer in its sole discretion.
(j) The Servicer may hire a sub-servicer For the avoidance of doubt, subject to service the terms of the Servicing Agreement and this Agreement, Seller shall not retain the economic rights to the servicing of the Purchased Loans, but only with the consent of Buyer and provided that Asset which are indivisible from such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicerPurchased Asset.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Servicing. (a) The parties hereto Master Seller, on behalf of itself and each Series Seller, and Buyer agree and acknowledge that all Servicing Rights with respect to the Servicing Retained Purchased Loans will be sold by the applicable Seller transferred hereunder to Buyer on the applicable Purchase Date and such 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 directions or consents to be given to the Servicer of the Purchased Loans (other than 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) during the continuance of a Facility Event of Default, Master Seller’s and each Series Seller’s rights to exercise such discretion with respect to all of the Purchased Loans shall automatically terminate and be of no further force and effect, and (ii) during the continuance of a Transaction Event of Default with respect to any Purchased Loan, Master Seller’s and the 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 ▇▇▇▇▇ Fargo Bank, National Association or any other third party servicer otherwise approved by Buyer in writing (a “Servicer”) may service the Purchased Loans for the benefit of Buyer in accordance with the terms and conditions of the servicing retained 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 (each such servicing agreement approved by Buyer, 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 Released Rights with respect to any Purchased Loans will be sold by Buyer from and after an Event of Default pursuant to its exercise of remedies pursuant to Section 13 hereof. Master Seller shall cause the applicable 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; provided, that, to the extent the Purchased Loan Documents require that the holder of the related Purchased Loan exercise a certain standard of discretion with respect to any such Material Action, Buyer on a servicing released basisshall exercise the same standard of discretion in providing or withholding its consent to the same.
(b) Each Seller shall contract with Master Seller, on behalf of itself and each Servicer to service the related Purchased Loans consistent with the degree of skill and care Series Seller, agrees 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 Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 Rights 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 Transactions under 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 or its designee to service in conformity with this Section 28 and such Servicing Rights are not severable from or any other obligation of Seller to be separated from the Servicing Released Purchased LoansBuyer. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and (if any are in Seller’s possession) and, upon Buyer’s request, to deliver them promptly to Buyer or its designee (including the Custodian) at Repo Agent’s requestupon the occurrence and during the continuance of an Event of Default.
(dc) Each Seller shall cause Upon the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts occurrence and shall apply during 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 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)continuance of an Event of Default, all in such manner as shall be acceptable to Repo Agent Buyer may, in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or subject to Section 13 and any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into terms in the applicable Collection Account within two Servicing Agreements approved by Buyer (2i) 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 case 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 Facility Event of Default, Repo Agent may exercise such right sell its rights to any or all of termination that may arise 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 shall provide Sellers with notice thereof, and the applicable Sellersub-servicer, if required by Repo Agentany, shall exercise any right to terminate each Servicer’s right to service for the related affected Purchased Loans that it may haveLoan(s)), with or without cause, in each case without payment of any termination fee or any other amount 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 or any of to (i) promptly transfer all data in 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 possession relating to the applicable Purchased Loans to a the successor servicer approved by Repo Agent 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 sole discretion. For possession relating to 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.
applicable Purchased Loans and (giii) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer cooperate and coordinate with the successor servicer and/or Buyer to comply with any permitted subapplicable so-servicer to permit Buyer and Repo Agent to inspect such Servicer’s 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 facilities for of the purpose of satisfying Buyer and Repo Agent applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer or permitted sub-servicer has the ability fails 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 cooperate with Buyer or any other entity responsible to successor servicer in effecting the termination of such Seller for managing or servicing Servicer as servicer of any Purchased Loan has failed to perform fully such Seller’s obligations under or the 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, 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 authority to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause service such Servicer Purchased Loan to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans successor servicer in accordance with the terms of this Agreement hereof and for the benefit of Buyerapplicable Servicing Agreement, Buyer shall be entitled to injunctive relief.
(jd) The Seller shall not employ any Servicers rated below “above average” by S&P, unless such Servicer may hire a sub-servicer is otherwise approved by Buyer to service the Purchased LoansLoans (it being acknowledged and agreed that ▇▇▇▇▇ Fargo Bank, but only with National Association is deemed approved by Buyer). Seller shall collaterally assign to Buyer all of its rights, title and interest under any Servicing Agreements as a condition of allowing the consent of Buyer Purchased Loans to be serviced by such Servicer and provided that shall cause each such sub-servicer Servicer engaged by Seller to execute a Servicer Acknowledgment acceptable Notice and Agreement with Buyer acknowledging Buyer’s security interest, agreeing that it shall deposit all Available Income and any other sums required to Buyer. The Servicer shall remain liable be remitted to the holder of the Purchased Loans under related Purchased Loan Documents to the Depository for deposit in the Cash Management Account as set forth in Section 5 hereof or as otherwise directed in a written notice signed by Buyer for its obligations so long as such Purchased Loan is subject to Seller this Agreement, and Buyer notwithstanding the engagement of any such sub-serviceracknowledging Buyer’s rights to terminate servicing as otherwise set forth above in this Section 28.
(ke) Buyer mayIf Servicer is an Affiliate of Seller or Guarantor, in its sole the payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basisthis Agreement.
Appears in 1 contract
Sources: Master Repurchase Agreement (Colony Credit Real Estate, Inc.)
Servicing. (a1) The parties hereto agree and acknowledge that Pursuant to the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis Agreements, each Seller, each Trust Subsidiary and the Servicing Released Purchased Loans will be sold by REO Entity, respectively have contracted with the applicable Seller to Buyer on a servicing released basis.
(b) Each Seller shall contract with each Servicer Servicers to service the related Purchased Contributed Mortgage Loans and Contributed REO Properties consistent with the degree of skill and care that such Servicer each Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans and REO Properties owned or managed by it and in accordance with Accepted Servicing PracticesGuidelines. Each Servicer shall, Seller and Servicers 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Contributed Mortgage Loans and Contributed REO Properties or any payment thereunder. Buyer may terminate the servicing of any Contributed Mortgage Loans or Contributed REO Properties with the then‑existing servicer in accordance with Section 12(a)(5) hereof.
(c2) Each Seller agrees with respect to the Servicing Released Purchased Loans Sellers shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 Servicers to hold or cause to be held all escrow payments funds collected by each Seller and Servicers with respect to any Purchased Contributed Mortgage Loans and Contributed REO Properties in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(e3) Sellers shall and shall cause the Servicers to deposit all collections received by the Servicers on the Contributed Mortgage Loans and Contributed REO Properties in the Collection Account.
(4) Each Seller shall cause each Servicer and any other permitted sub-servicers provide to execute Buyer (i) a Servicer Acknowledgement acknowledging Notice addressed to and agreed to by each Servicer, advising Servicers of such matters as Buyer may reasonably request, including, without limitation, recognition by Servicers of Buyer’s interest in the related Purchased such Contributed Mortgage Loans and Contributed REO Properties and each Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income instructions of Buyer with respect to the Purchased Contributed Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the Contributed REO Properties and any 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 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 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 Loansthereto.
(f5) Upon prior written notice following the occurrence and during the continuance of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)Default, Buyer shall have the applicable Seller shall right to immediately terminate such any Servicer’s right to service the related Purchased Contributed Mortgage Loans under the related Servicing Agreement and Contributed REO Properties 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 under 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 terminatedUpon receipt of such notice, Sellers each Seller and the Servicers shall cooperate in transferring the applicable servicing of the Contributed Mortgage Loans and all Servicing Records relating to the Purchased Loans Contributed REO Properties to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(h6) If either any Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any Purchased such Contributed Mortgage Loan or Contributed REO Property has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased LoansContributed Mortgage Loans and Contributed REO Properties, 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j7) The Servicer may hire a sub-servicer For the avoidance of doubt, each Seller retains no economic rights to the servicing of the Contributed Mortgage Loans and Contributed REO Properties; provided that each Seller shall and shall cause the Servicers to continue to service the Purchased LoansContributed Mortgage Loans and Contributed REO Properties hereunder as part of the Obligations hereunder. As such, but only with each Seller expressly acknowledges that the consent of Buyer Contributed Mortgage Loans and provided that such sub-servicer execute Contributed REO Properties are transferred to a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans Trust Subsidiary on a “servicing released released” basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Altisource Residential Corp)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, 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 ▇▇▇▇▇’s behalf, shall service or contract with each a Servicer to interim service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it such Servicer and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable FederalRequirements of Law, 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 under the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunderAgreement.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 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 escrow payments funds were collected.
(ec) 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 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 foregoing, each Seller shall, or shall cause the Servicer or and any permitted sub-interim servicer to to, deposit all Income collections received by any 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 Loans into the applicable Collection Account within two 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, (2i) 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 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, (as modified ii) obtain Buyer’s prior written consent to the use of such servicer 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 notice or letter agreement, executed by the related Buyer, Seller and such Servicer Acknowledgment) (each, a “Servicer Side Letter”), in form and substance acceptable to withdraw or retain Buyer with respect to such Servicer. In no event shall Seller’s use of a Servicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans 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.
(fd) Upon the occurrence and continuation of an Event of Default hereunder or a Servicer Termination Event with respect Event, Buyer shall have the right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement (subject to the related servicing transfer period) 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 Eventfee. 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent ▇▇▇▇▇ in its 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.
(he) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible by contract to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent Buyer and promptly remedy any non-compliance.
(if) The Servicer’s rights and obligations to interim service the Purchased Mortgage Loans shall 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 Buyer 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 full by Seller in accordance with the provisions of this Agreement and therefore is no longer subject to a Transaction. Upon any termination in accordance with the first sentence of a Servicer as provided hereinthis Subsection 18(f), in the Servicer Acknowledgment or in the related Servicing 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)servicing, including, without limitation, delivery of all servicing files in Servicer’s possession to the designee of Buyer as directed by Repo Agentthe Buyer. The Servicer’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related date the servicing transfer dateis transferred, Sellers the Servicer shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Mortgage Loans in accordance with the terms of this Agreement and for the benefit of the Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement and Securities Contract (Home Point Capital Inc.)
Servicing. (a) a. The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Sellers, 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 Buyer’s behalf, shall contract with each Servicer to to, or if a Seller is the Servicer, such Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 13(e) hereof.
(c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 b. The Sellers shall cause the related Servicer to hold or cause to be held all escrow payments 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 escrow payments funds were collected.
c. The Servicer shall deposit all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than two Business Days 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, the Sellers shall provide promptly to Buyer (ei) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging 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 the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(f) e. Upon the occurrence of an Event of Default hereunder or a Servicer Termination Event with respect Event, Buyer shall have the right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage 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 Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide The 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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 f. If 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 the Sellers or any other entity responsible to such Seller the Sellers for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s in all material respects Sellers’ obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (New Century Financial Corp)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Guarantor, 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 Buyer’s behalf, shall service or contract with each a Servicer to service the related Purchased Underlying Mortgage Loans consistent with the degree of skill and care that Guarantor or such Servicer customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it Guarantor or such Servicer and in accordance with Accepted Servicing Practices. Each Guarantor or any other Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulationsRequirements of Law, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, under the Servicing Agreement and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans Underlying Mortgage Loan or any payment thereunder.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇Guarantor shall, ▇▇▇▇▇ 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 Servicer, to hold or cause to be held all escrow payments funds collected by the Guarantor or such other Servicer with respect to any Purchased Underlying Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) 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 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 foregoing, each Seller Guarantor shall, or shall cause the Servicer or and any permitted sub-interim servicer to to, deposit all Income collections received by any Guarantor or such other Servicer on account of the Underlying Mortgage Loans in accordance with the provisions of Section 5(a)(i).
(d) If any Purchased Loans into Mortgage Loan that is proposed to be made subject to a Transaction on a Purchase Date is serviced or subserviced by a servicer other than Guarantor or a currently approved Servicer, or if 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 servicing of any amounts that Underlying Mortgage Loan is to be transferred from Guarantor or a currently approved Servicer to another servicer, Guarantor shall, prior to such Servicer is expressly permitted in 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 reasonably acceptable to Buyer in all respects, (as modified ii) obtain Buyer’s prior written consent to the use of such servicer in the performance of such servicing duties and obligations, which consent may be withheld in Buyer’s sole reasonable discretion and (iii) provide Buyer with a fully executed servicer notice or letter agreement, executed by the related ▇▇▇▇▇, Guarantor, Seller and such Servicer Acknowledgment) (each, a “Servicer Side Letter”), in form and substance acceptable to withdraw or retain Buyer with respect to such Purchased Servicer. In no event shall Guarantor’s use of a third party Servicer relieve Guarantor of its obligations hereunder, and Guarantor shall remain liable under this Agreement as if Guarantor were servicing such Mortgage Loans directly. Guarantor 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 Underlying Mortgage Loans. Buyer shall also have the right to obtain copies of all Records and files of the Servicer relating to the Underlying Mortgage Loans, including all documents relating to the Underlying Mortgage Loans and the servicing thereof.
(fe) Upon the occurrence of an Event of Default hereunder or a Servicer Termination Event with respect Event, Buyer shall have the right to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall immediately terminate Guarantor’s or such Servicer’s right to service the related Purchased Underlying Mortgage Loans under the related Servicing Agreement (subject to the related servicing transfer period) without payment of any penalty or termination fee fee. Guarantor 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 of the Purchased Underlying Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(hf) If either Seller Guarantor should discover that, for any reason whatsoever, such Seller, any Servicer Guarantor or any other entity responsible by contract to such Seller Guarantor for managing or servicing any Purchased such Underlying Mortgage Loan has materially failed to perform fully such SellerGuarantor’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Underlying Mortgage Loans, such Seller Guarantor shall promptly notify Repo Agent Buyer and promptly remedy any non-compliance.
(ig) The Guarantor’s or such other Servicer’s rights and obligations to interim service the Underlying Mortgage Loans shall terminate on the [***] 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 Buyer 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 Underlying Mortgage Loan that is no longer subject to a Transaction in accordance with the provisions of this Agreement and therefore is no longer subject to a Transaction. Upon any termination of a termination, the Guarantor or such other Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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)servicing, including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agentthe Buyer. The Guarantor or such other Servicer’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. The Guarantor and any other Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related servicing transfer date, Sellers the Guarantor or such other Servicer shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Underlying Mortgage Loans in accordance with the terms of this Agreement and for the benefit of the Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement and Securities Contract (loanDepot, Inc.)
Servicing. (a) The parties hereto agree and acknowledge that Sellers, on the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Buyer’s behalf, shall contract with each Servicer to to, or if a Seller is the Servicer, such Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with all Accepted Servicing Practices. Each The Seller shall cause the Servicer shall, and shall ensure that each permitted sub-servicer will, 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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(d) hereof.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The Sellers shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by the Sellers with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) 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 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 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 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 the Sellers shall cause the Servicer to deposit all collections received by the Servicer and sellers on account of termination that may arise and the Purchased Mortgage Loans in the Collection Account.
(d) Upon the occurrence of a Default or Event of Default hereunder, Buyer shall provide Sellers with notice thereof, and have the applicable Seller, if required by Repo Agent, shall exercise any right to immediately terminate each the Servicer’s right to service the related Purchased Mortgage Loans that it may have, in each case without payment of any penalty or 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 Agreementfee. In any case where Servicer is so terminated, The Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(he) If either Seller the Sellers should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller the Sellers by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s the Sellers’ obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller the Sellers 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Fieldstone Investment Corp)
Servicing. (a) a. The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Sellers, 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 Buyer's behalf, shall contract with each Servicer to to, or if a Seller is the Servicer, such Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practicesall applicable industry standards. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased 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.
(c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 b. The Sellers shall cause the related Servicer to hold or cause to be held all escrow payments 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 escrow payments funds were collected.
(e) Each Seller c. The Sellers shall cause each 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, the Sellers shall provide promptly to Buyer (i) a letter addressed to and any other permitted sub-servicers agreed to execute a by the Servicer Acknowledgement acknowledging Buyer’s interest in of the related Purchased Loans Mortgage Loans, in form and substance reasonably satisfactory to Buyer, advising such Servicer of such matters as Buyer may reasonably request, and/or (ii) a recognition agreement executed by the Servicer of the related Servicing Agreement Purchased Mortgage Loans, in form and agreeing that such substance reasonably satisfactory to Buyer, in which the Servicer recognizes the interest of Buyer and any permitted sub-servicer (if applicable) shall deposit all Income agrees to follow the instructions of Buyer with respect to the Purchased Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(f) e. Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s 's right to service the related Purchased Mortgage 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 Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide The 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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 f. If 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 Sellers should discover that, for any reason whatsoever, such Seller, any Servicer the Sellers or any other entity responsible to such Seller Sellers by contract for managing or servicing any such Purchased Mortgage Loan has failed to materially perform fully such Seller’s 's obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller the Sellers 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Fieldstone Investment Corp)
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Sellers, 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 Buyer's behalf, shall contract with each a Servicer to to, or if a Seller is the Servicer, such Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the 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.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 The Sellers shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by the Sellers with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) Each Seller After Sellers receive notice from Buyer of the need to deposit collections into the Collection Account, the Sellers shall cause each the Servicer and any other permitted sub-servicers to execute deposit all collections received by the Sellers on account of the Purchased Mortgage Loans in the Collection Account no later than two Business Days following receipt thereof.
(d) The Sellers shall provide promptly to Buyer (i) a Servicer Acknowledgement acknowledging Buyer’s interest in 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 related Servicing Agreement and agreeing Servicer's agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any 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 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 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 Loansthereto.
(fe) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Default or Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s 's right to service the related Purchased Mortgage 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 Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide The 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its 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.
(hf) If either Seller the Sellers should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller the Sellers by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s the Sellers' obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller the Sellers 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (MortgageIT Holdings, Inc.)
Servicing. (a) The parties hereto agree a. Seller, on Administrative Agent’s and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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 Buyers’ behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Purchased Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Seller and Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply in all material respects with all applicable Federalfederal, State state and local laws and regulationsregulations related to the servicing of such Purchased Mortgage Loans, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer Administrative Agent or Buyers in any Purchased Mortgage Loans or any payment thereunder. Administrative Agent may terminate the servicing of any Purchased Mortgage Loans with the then existing Servicer in accordance with Section 12.e hereof.
(c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans shall, and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 to, hold or cause to be held all escrow payments 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 escrow payments funds were collected.. LEGAL02/41326134v4
(e) Each c. Seller shall, and shall cause each the Servicer and any other permitted sub-servicers to execute a to, remit all collections received by Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicablex) shall deposit all Income with respect to the Purchased Loans in Mortgage Loans, at 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 request of the foregoing, each Seller shall, or shall cause Servicer or Administrative Agent at any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans 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 time an Event of Default has occurred and is continuing), to the applicable account set forth in Section 9 hereof and (y) with respect to the GNMA EBOs, at all times prior to an Event of Default, to the Collection Account.
d. In the event there is a third party Servicer and upon Administrative Agent’s request, Seller shall provide promptly to Administrative Agent a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, 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 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 any related Income with respect thereto.
e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Administrative Agent shall have the right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee fee. For the avoidance of doubt, such termination by Administrative Agent shall not be subject to any payment requirement under the Servicing Agreement including, without limitation, the Exit Fee (as defined in the Servicing Agreement) and any reimbursement for Servicer’s expenses, all of which 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 remain an obligation of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination EventSeller. 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, Seller 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 of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Administrative Agent on behalf of Buyers in its sole discretion. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo the Administrative Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyerthe Administrative Agent’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) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-complianceAdministrative Agent.
(i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer Purchaser on a “servicing retained 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 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) to cause Servicer to service the Purchased Assets, and Seller shall, at Seller’s sole cost and expense, cause the Servicer to service the Purchased Assets in accordance with the Servicing Released Agreement and this Article 28 and for the benefit of Purchaser. Notwithstanding the foregoing, (i) prior to an Event of Default, Seller shall not take any action or effect any Material Modification of any Purchased Loans will be sold by Asset or (ii) after an Event of Default, Seller shall not consent or assent to any amendment, modification, waiver or supplement to, or termination of, any note, loan agreement, mortgage or guarantee relating to any Purchased Asset or other agreement or instrument relating to any Purchased Asset, in either case, without first having given prior notice thereof to Purchaser in each such instance and receiving the applicable Seller to Buyer on a servicing released basisprior written consent of Purchaser.
(b) Each The obligation of Servicer (or Seller shall contract with each Servicer to cause Servicer) to service any of the related Purchased Loans consistent with Assets shall cease, at Purchaser’s option, upon the degree earliest of skill and care that such (i) Purchaser’s termination of 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 regulationsArticle 28(c), (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, Purchaser not extending Seller’s revocable license in accordance with Article 28(a) or (iii) comply 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 Standard and (iv) not impair servicing of the rights of Buyer in any effected Purchased Loans or any payment thereunderAssets to another Servicer designated by Purchaser as expeditiously as possible.
(c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇Purchaser may, ▇▇▇▇▇ 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 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 foregoing, each Seller shall, or shall cause terminate Servicer or any permitted sub-servicer with respect to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two Asset (2i) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant subject to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Datesucceeding sentence, 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 upon the occurrence of a default by the Servicer Termination under the Servicing Agreement or Servicer Letter (as applicable) or (ii) during the continuance of an Event with respect to of Default, either for cause or without cause, 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 provided no Event of Default has occurred and is continuing), the applicable Seller Purchaser shall terminate such Servicer’s not exercise its right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee terminate Servicer so long as Seller (x) removes such Servicer and shall appoint identifies a successor replacement servicer acceptable to Repo Agent Purchaser, in its sole and absolute discretion within five (5) Business Days of such default and (y) enters into a Servicing Agreement and, if applicable, a Servicer Termination EventLetter with such replacement servicer acceptable to Purchaser within forty-five (45) calendar days of such default.
(d) Seller shall not, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such not permit Servicer Termination Event. Upon the occurrence of an Event of Defaultto, 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 employ any other amount to such Servicer or any of its agents or sub-servicers to service the extent permitted Purchased Assets (other than any third party vendor employed 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 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 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 certain non-compliance.
(i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing 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)cashiering responsibilities, including, without limitation, delivery inspections, in accordance with the terms of the Servicing Agreement) without the prior written approval of Purchaser, such approval not to be unreasonably withheld, conditioned or delayed. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the servicing files agreements with such sub-servicer to Purchaser.
(e) Seller shall cause Servicer and any sub-servicer to service the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be Purchased Assets in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers Seller shall cause such 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 XI hereto (a “Servicer Letter”) acknowledging Purchaser’s security interest in the Purchased Assets and if a Seller owns agreeing to remit all Net Cash Flow received with respect to the Purchased Asset to the Collection Account in accordance with Article 5(e) or possesses Servicing Rights, such Seller shall) service the related Purchased Loans as otherwise directed by Purchaser in accordance with the terms of this Agreement and for the benefit of BuyerServicer Letter.
(jf) The Servicer may hire a sub-servicer Seller agrees that Purchaser is the owner of all servicing records relating to service the Purchased LoansAssets, including but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable not limited to the Buyer for 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 covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Purchaser or its obligations to Seller and Buyer notwithstanding designee (including the engagement of any such sub-servicerCustodian) at Purchaser’s request.
(kg) Buyer The payment of servicing fees shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding and due to Purchaser under the Transaction Documents.
(h) Notwithstanding anything herein to the contrary, at any time during which Servicer is an Affiliate of Seller, Purchaser may, upon written notice to such Servicer and Seller, terminate Servicer at its sole discretion, and Seller shall within ten (10) days thereafter, appoint a replacement Servicer acceptable to Purchaser in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basisdiscretion.
Appears in 1 contract
Sources: Master Repurchase Agreement (Fortress Credit Realty Income Trust)
Servicing. (a) The parties hereto agree As a condition of purchasing a Mortgage Loan, Buyer may require Seller or its Servicer 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 acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller 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.conditions:
(b) Each Seller shall contract with each cause the Servicer to service and administer the related Purchased Mortgage Loans consistent with the degree on behalf of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and Buyer in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply in accordance with all applicable Federalrequirements of the Agencies, State Requirements of Law and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its the provisions of any applicable servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunderagreement .
(c) Each If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller agrees with respect 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 have obtained the prior written consent of Buyer for such Subservicer to subservice the Purchased Mortgage Loan, which consent shall not be unreasonably withheld. For the avoidance of doubt, New Penn Financial, LLC d/b/a Shellpoint Mortgage Servicing Released Purchased Loans and as between such Seller and Nationstar Mortgage LLC d/b/a ▇▇. ▇▇▇▇▇▇ shall be considered approved servicers as of the Effective Date. The related servicer notice executed by such Subservicer (collectively, the “Servicer Notice”) shall be in form and substance acceptable to Buyer, and, notwithstanding the foregoing, ▇▇▇▇▇ is expressly agrees that it approves and accepts all Servicer Notices and all Subservicers identified in the owner Pricing Letter. In no event shall Seller’s use of all Servicing Rights a Subservicer relieve Seller of its obligations hereunder, and Servicing Records Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly. Notwithstanding anything herein to the contrary, ▇▇▇▇▇ acknowledges and agrees that a Servicer Notice shall not be required with respect to any Purchased Mortgage Loan which Seller acquires from a third party and for which servicing of such Servicing Rights are Purchased Mortgage Loan has not severable from or yet been transferred 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 AgentSeller’s requestSubservicer.
(d) Each Upon the later of (i) an Event of Default that is continuing, (ii) Buyer’s election to terminate Seller as servicer by Buyer pursuant to this Agreement, and (iii) the transfer of servicing to any Agency approved entity approved by Buyer and the assumption thereof by such entity, Seller shall cause deliver the physical and contractual master servicing of each Purchased Mortgage Loan, together with all of the related Servicer Records in its possession, to hold or cause to Buyer’s designee. 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 all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes related mortgagors (without reduction for which such escrow payments were collectedunreimbursed advances or “negative escrows”).
(e) Each During the period Seller is servicing the Purchased Mortgage Loans as agent for Buyer, Seller agrees that as between Seller and Buyer, Buyer is the owner of the related Credit Files and Records and Seller shall at all times maintain and safeguard and cause each Servicer any Subservicer to maintain and safeguard the Credit File for such Mortgage Loan (including photocopies or images of the documents delivered to Buyer), and accurate and complete records of its servicing of such Mortgage Loan; Seller’s possession of the Credit Files and Servicing Records being for the sole purpose of master servicing such Mortgage Loans and such retention and possession by Seller being in a custodial capacity only. Seller hereby grants Buyer a security interest in all servicing fees related to Purchased Mortgage Loans to secure the obligations of Seller and any other permitted sub-servicers Subservicer to execute a Servicer Acknowledgement acknowledging Buyer’s interest service in the related Purchased Loans conformity with this Section and the any related Servicing Agreement and agreeing that 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 until repurchase 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 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 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 LoansSeller.
(f) Upon At Buyer’s reasonable request, Seller shall promptly deliver to Buyer reports regarding the occurrence 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 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 promptly notify Buyer if it becomes aware of any payment default that occurs under any Purchased Mortgage Loan (subject to applicable grace periods) or any default under any Servicing Agreement that would materially and adversely affect any Purchased Mortgage Loan subject thereto.
(g) Seller shall release its custody of the contents of any Credit File or Mortgage File related to any Purchased Mortgage Loan only (i) in accordance with the written instructions of Buyer, (ii) upon the consent of Buyer when such release is required as incidental to Seller’s servicing of such Mortgage Loan, or (iii) as required by Requirements of Law.
(h) In the event of a Servicer Termination Event with respect to any Servicer (Default and provided no Event of if such Default has occurred and is continuing), not cured within the applicable Seller shall terminate such Servicer’s cure period, Buyer reserves the 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 at any right to terminate each Servicer’s right time to service the related Purchased Loans that it may have, in any Mortgage Loan (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 “Successor Servicer”) in its sole discretion. For the avoidance of doubt any termination of If Buyer elects to make such an appointment due to a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event Default or an Event of Default Default, Seller shall be deemed assessed all costs and expenses incurred by Buyer associated with transferring the Mortgage Loans to the Successor Servicer. In the event of such an appointment, Seller shall perform all acts and take all action so that any part of an exercise of Buyer’s rights the Credit File and related Records held by Seller, together with all Income and other receipts relating to cause the liquidationsuch Mortgage Loan, termination or acceleration of this Agreement.
(g) To the extent applicableare promptly delivered to Successor Servicer, each and shall otherwise reasonably cooperate with Buyer in effectuating such transfer. Seller shall use commercially reasonable efforts to cause each have no claim for lost servicing income, lost profits or other damages if ▇▇▇▇▇ appoints a Successor 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 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-compliancehereunder.
(i) Upon any termination From the Purchase Date to the Repurchase Date, for the avoidance of a Servicer as doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans provided herein, in the Servicer Acknowledgment or in the related Servicing 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 that 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer continue to service the Purchased Loans, but only with the consent Mortgage Loans hereunder as part of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable its Obligations hereunder subject to Buyer. The Servicer shall remain liable to the Buyer retaining all related servicing income as compensation for its obligations servicing obligations. As such, Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Buyer on a “servicing released” basis. Upon ▇▇▇▇▇▇’s repurchase of any Purchased Mortgage Loan pursuant hereto, ▇▇▇▇▇’s transfer of such Mortgage Loan back 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 likewise be continuing, sell the Servicing Released Purchased Loans on a “servicing released released” basis.
Appears in 1 contract
Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Parties, 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 Buyer’s behalf, shall contract with each Servicer to to, or if a Seller is the Servicer, such Seller shall service the related Purchased Mortgage Loans and Underlying REO Property consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Purchased Mortgage Loans and Underlying REO Property owned or managed by it and in accordance with Accepted Servicing Practices. Each The 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, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or Underlying REO Property or any payment thereunder. Buyer may terminate the servicing of any Purchased Mortgage Loan or Underlying REO Property with the then existing servicer in accordance with Section 17(e) hereof.
(cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ 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 Parties shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Seller Parties with respect to any Purchased Mortgage Loans or Underlying REO Property in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected.
(ec) Each Seller Parties shall cause each the Servicer to deposit all collections received by Seller Parties on account of the Purchased Mortgage Loans and any other permitted sub-servicers Underlying REO Property in the Collection Account or the applicable Certificate Distribution Account, as applicable, no later than two Business Days following receipt.
(d) Seller Parties shall provide promptly to execute Buyer a Servicer Acknowledgement acknowledging Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans and Underlying REO Property, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in the related such Purchased Mortgage Loans and Underlying REO Property and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income 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 in the applicable Collection Account or the Remittance Account as provided in this Agreement and the Underlying REO Property and any 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 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 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 Loansthereto.
(fe) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder or a Servicing Termination Event, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement and Underlying REO Property 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 Eventfee. 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 of the Purchased Mortgage Loans and Underlying REO Property to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event 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.
(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.
(hf) If either a Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller by contract for managing or servicing any such Purchased Mortgage Loan or Underlying REO Property has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased LoansMortgage Loans or Underlying REO Property, 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(jg) The For the avoidance of doubt, no Seller Party retains any economic rights to the servicing of the Purchased Mortgage Loans and Underlying REO Property; provided that Seller Parties shall cause Servicer may hire a sub-servicer to service the Purchased LoansMortgage Loans and Underlying REO Property hereunder as part of its Obligations hereunder. As such, but only with each Seller Party expressly acknowledges that the consent of Purchased Mortgage Loans and Underlying REO Property that are sold or pledged to Buyer and provided that such sub-servicer execute or owned by a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans REO Subsidiary are sold or owned on a “servicing released basisreleased” basis with such servicing retained by the Servicer.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Servicing. (a) The parties hereto agree Servicer shall manage, collect and acknowledge administer all Designated Receivables, shall exercise all discretionary powers involved in such management, collection and administration and shall, except as otherwise specified in this Agreement, bear all costs and expenses incurred in connection therewith that may be necessary or advisable and permitted for carrying out the transactions contemplated by this Agreement, all in accordance with the Collection Policies and Procedures and the other terms and conditions of this Agreement, including, without limitation, determining whether and where to bring legal actions against Obligors, including arranging with appropriate attorneys for the bringing of such legal action and collecting judgments secured by such attorneys. The Servicer shall have full power and authority, acting alone or through any party properly designated by it, to do any and all things in connection with such servicing, and administration which it may deem necessary or desirable; provided, however, that the Servicing Retained Purchased Loans Servicer shall exercise the same degree of care that it exercises in handling similar matters for its own account and will be sold by the applicable Seller to Buyer on a servicing retained basis create 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 administer policies and practices consistent with the degree of skill policies and care that such Servicer customarily exhibits practices applied with respect to similar mortgage loans owned or managed by it its own receivables. The Servicer shall comply at all times in all material respects with its policies, practices, procedures and internal controls 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 effect at such time with respect to the Servicing Released Purchased Loans servicing and as between such Seller collection of the Designated Receivables. The Servicer's management, collection and administration of the Designated Receivables hereunder shall comply in all material respects with all applicable Requirements of Laws. All servicing activities hereunder by the Servicer and its employees shall be conducted from the Servicer's offices at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ or at such other locations as to which the Collateral Agent is provided 30 days' advance written notice.
(b) On the owner Initial Closing Date, the Lockbox, the Lockbox Account, the Receivables Revenue Account and the Receivables Purchase Account shall each have been established to the satisfaction of the Collateral Agent. Except as set forth in the Collection Policies and Procedures, the Servicer shall instruct Obligors making payments on Designated Receivables to direct all Servicing Rights and Servicing Records and such Servicing Rights are not severable payments to the Lockbox.
(c) Except during the continuance of a Servicer Termination Event, the Servicer shall deposit all Collections received by it from or time to time in the Lockbox Account as promptly as possible following receipt thereof, but in no event later than the Business Day following such receipt. All Collections received by the Servicer will, pending remittance to the Lockbox Account, be separated from held in trust by 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 for the benefit of the Collateral Agent’s request.
(d) Each Seller Funds representing Collections on deposit in the Lockbox Account shall cause be disbursed by the related Lockbox Bank in accordance with the Security Agreement. In no event shall the Servicer have any right to hold make any withdrawals or cause to be held all escrow payments collected with respect to any Purchased Loans transfers of Collections from the Lockbox Account except as specified in trust accounts and shall apply the same for the purposes for which such escrow payments were collectedthis Agreement.
(e) Each Seller shall cause each Subject to Article IV, the obligation of the Servicer to service the Designated Receivables is personal to the 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 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 not be assignable by the related Servicer Acknowledgment)without the prior written consent of the Lender, all in such manner as shall be acceptable to Repo Agent which approval the Lender may withhold in its sole and absolute discretion, and the parties recognize that it would be difficult for any other Person to perform such obligations. Without limiting the generality of the 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 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)Accordingly, the applicable Seller shall terminate such Servicer’s right 's obligation to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee Designated Receivables hereunder shall be specifically enforceable and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, be absolute 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, unconditional 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 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 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, 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)circumstances, including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of after any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms termination of this Agreement until the appointment of a successor servicer.
(f) The Servicer's method of compensating its employees who will be assigned to collection of the Designated Receivables (including any incentive programs) is set forth on Exhibit B hereto. The Servicer shall notify the Borrower and the Lender at least seven days prior to any change in such method. Compensation levels shall be set by the Servicer in its sole discretion.
(g) The Servicer shall maintain, at its sole expense, an errors and omissions policy and a general comprehensive liability policy, each with a financially sound and reputable insurer acceptable to the Lender. Such errors and omissions policy shall insure the Servicer for not less than $ 1,000,000 per occurrence and $5,000,000 in the aggregate and shall name the Collateral Agent for the benefit of Buyerthe Secured Parties as an additional insurer or loss payee with respect to the Servicer's indemnification obligations hereunder. The Servicer shall provide to the Collateral Agent and the Lender, on the Initial Closing Date and from time to time thereafter upon any change in or renewal of such errors and omissions policy, an original certificate of insurance evidencing such policy. The Servicer shall not take any action to cancel or terminate such policy unless a substantially similar policy is in effect providing the same coverage. The Servicer shall instruct its insurance carrier to notify the Borrower, the Lender and the Collateral Agent concurrently with the delivery of any notice regarding the termination or cancellation by the issuer of such policy.
(h) The Servicer shall create, on its system, computerized records for all of the Designated Receivables, which records shall include all of the information delivered to the Servicer by the Borrower or a Selling Bank on each Closing Date and which records, from and after the Closing Date, shall become the property of the Borrower, subject to the lien and security interest of the Collateral Agent (for the benefit of the Secured Parties) under the Security Agreement, and shall be updated by the Servicer from time to time. When a Portfolio is delivered by the Borrower to the Servicer for servicing hereunder, the Servicer shall, by not later than the end of the Put-Back Period, identify Designated Receivables which are subject to repurchase under the Bank Agreement related to such Portfolio and promptly deliver to the Selling Bank, with copies to the Borrower, the Lender and the Collateral Agent, a magnetic tape or diskette (accompanied by a hard-copy printout) identifying such Designated Receivables and all other documentation required to effectuate such repurchase under such Bank Agreement. In addition, the Servicer shall handle all correspondence and communications from Obligors in a manner similar to that in which it handles the same with respect to its own receivables.
(i) In performing its services hereunder, the Servicer shall (a) use the name of the Selling Bank only to the extent permitted under the relevant Bank Agreement and (b) report all Designated Receivables to the relevant credit bureau as being owned by the Borrower.
(j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only In accordance with the consent of Buyer Collection Policies and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Procedures, the Servicer shall remain liable offer Obligors the opportunity to enter into Rewritten Receivables as a means of repaying their obligations. Notwithstanding that the Servicer shall be the nominal party to the Buyer for its obligations Rewritten Receivables, all right, title and interest thereto shall be the exclusive property of the Borrower subject to Seller the lien and Buyer notwithstanding security interest of the engagement Collateral Agent. Immediately upon execution of any Rewritten Receivable, the Servicer shall affix thereto a legend clearly stating that all right, title and interest thereto shall be the exclusive property of the Borrower subject to the lien and security interest of the Collateral Agent. On the last Business Day of each month, or at such sub-servicerother time as is requested by the Lender, the Servicer shall deliver the original of each Rewritten Receivable to the Collateral Agent.
(k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.
Appears in 1 contract
Servicing. (a) The parties hereto agree Seller shall service the Purchased Mortgage Loans as agent for Buyer and acknowledge 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 the Servicing Retained Purchased Loans will be sold eligibility of the Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by the applicable Seller to Buyer on a such servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basisadministration.
(b) Each 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 contract with each Servicer to service provide a copy of the related Purchased Loans consistent with servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the degree of skill and care that “Servicing Agreement”) to Buyer prior to such Servicer customarily exhibits with respect to similar mortgage loans owned Purchase Date or managed by it and in accordance with Accepted Servicing Practicesservicing transfer date, as applicable. Each Servicer shallsuch 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 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 remain liable under this Agreement as if Seller were servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased such Mortgage Loans or any payment thereunderdirectly.
(c) Each Seller agrees shall transfer actual servicing of each Purchased Mortgage Loan, together with respect 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 Released 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 Loans 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 as between servicing under this Section 15 shall be in accordance with customary standards in the industry and such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is transfer shall include the owner transfer of the gross amount of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from escrows held for the related mortgagors (without reduction for unreimbursed advances 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“negative escrows”).
(d) Each 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 related Servicer Subservicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts maintain and shall apply safeguard the same Credit File for the purposes 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 which the sole purpose of servicing such escrow payments were collectedPurchased Mortgage Loan and such retention and possession by Seller being in a custodial capacity only.
(e) Each At Buyer’s request, Seller shall promptly deliver to Buyer reports 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 each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging material adverse effect on such Purchased Mortgage Loan, Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that 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 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 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 title to such Purchased LoansMortgage 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 or any default under any Servicing Agreement that would materially and adversely affect any Purchased Mortgage Loan subject thereto.
(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 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 when such Servicerrelease is required as incidental to Seller’s servicing of the 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 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 at any time to Repo Agent within five service any Purchased Mortgage Loan (5each a “Successor Servicer”) Business Days of in its sole discretion. If Buyer elects to make such Servicer Termination Event, and shall complete an appointment due to 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 Default or Event of Default, Repo Agent may exercise such right of termination that may arise Seller shall be assessed all costs and shall provide Sellers expenses incurred by Buyer associated 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 of the Purchased Mortgage Loans to the Successor Servicer. In the event of such an appointment, Seller shall perform all acts and take all Servicing action so that any part of the Credit File and 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 Purchased Loans to a successor servicer approved by Repo Agent in its sole discretionservicing fee is reduced or eliminated. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event 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.
(gh) To For the extent applicableavoidance of doubt, each Seller retains no economic rights to the servicing of the Purchased Mortgage Loans provided that 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 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, 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 servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer.
(j) The Servicer may hire a sub-servicer continue to service the Purchased LoansMortgage Loans hereunder as part of its Obligations hereunder. As such, but only with Seller expressly acknowledges that the consent of Purchased Mortgage Loans are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall 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 Released Purchased Loans on a “servicing released released” basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Caliber Home Loans, Inc.)