CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The Company, simultaneously with the payment of the Purchase Price and with the execution and delivery to the Initial Owner of an Assignment and Conveyance with respect to the related Mortgage Loan Package does hereby sell, transfer, assign, set over and convey to the Owner, without recourse, but subject to the terms of this Agreement, all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). Pursuant to Section 2.03 hereof, the Company has delivered a portion of each Mortgage File to the Custodian. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Owner as the owner thereof and the Company's possession of the portion of each Mortgage File so retained is at the will of the Owner for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. On the related Closing Date, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Owner and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest in the Owner and shall be retained and maintained, in trust, by the Company at the will of the Owner in such custodial capacity only. The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage File. The Company shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the Owner, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.03 such written instructions shall not be required.
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS 15 ARTICLE III 21 REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH 21 ARTICLE IV 40 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS 40 ARTICLE V 59 PAYMENTS TO PURCHASER 59 ARTICLE VI 61 GENERAL SERVICING PROCEDURES 61 ARTICLE VII 66 COMPANY TO COOPERATE 66 ARTICLE VIII 67 THE COMPANY 67 ARTICLE IX 69 AGENCY SALES, SECURITIZATION TRANSACTIONS OR WHOLE LOAN TRANSFERS 69 ARTICLE X 81 DEFAULT 81 ARTICLE XI 83 TERMINATION 83 ARTICLE XII 83 MISCELLANEOUS PROVISIONS 83 EXHIBITS Exhibit A Form of Assignment and Conveyance Agreement Exhibit B Form of Assignment, Assumption and Recognition Agreement Exhibit C Form of Company Certification Exhibit D Custodial Agreement Exhibit E Data File Exhibit F Contents of each Mortgage File Exhibit G Form of Opinion of Counsel Exhibit H Servicing Criteria to be addressed in the Assessment of Compliance Exhibit I Form of Sarbanes Certification Exhibit J List of Xxxxxxx Mac Representations and Warranties Exhibit K Form of Indemnification Agreement This is a Master Seller’s Warranties and Servicing Agreement for fixed rate and adjustable rate residential, first lien mortgage loans, dated and effective as of April 1, 2006, and is executed between Xxxxxx Xxxxxxx Mortgage Capital Inc. as purchaser (the “Purchaser”), and Xxxxx Fargo Bank, N.A., as seller and servicer (the “Company”).
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS Section 2.01
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date, the Originators shall sell, transfer, assign, set over and convey to the Unaffiliated Seller, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, sold, transferred, assigned, set over and conveyed to the Depositor such Mortgage Loans, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date.
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) The Company, simultaneously with the execution and delivery of the Reference Agreement, shall hereby sell, transfer and assign, without recourse, to the Initial Owner the Ownership Interest comprising all the right, title and interest of the Company in and to the Mortgage Loans, including all interest at the applicable Mortgage Loan Remittance Rate and principal received on or with respect to the Mortgage Loans after the Cut-off Date set forth in the applicable Reference Agreement (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date) on a servicing retained basis.
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files......................................................................................11 Section 2.02 Books and Records; Transfers of Mortgage Loans...............................................12 Section 2.03
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; MAINTENANCE OF SERVICING FILES. SECTION 2.02 BOOKS AND RECORDS; TRANSFERS OF MORTGAGE LOANS. SECTION 2.03 CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS. 16
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The Company, simultaneously with the execution and delivery of this Reference Agreement, does hereby sell, transfer and assign, without recourse, to the Initial Owner the Ownership Interest comprising all of the right, title and interest of the Company in and to the Mortgage Loans, including all interest at the applicable Mortgage Loan Remittance Rate and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date) on a servicing retained basis. Additionally, in connection with the Company's assignment to the Initial Owner, and subject to Section 2.01 of the Standard Terms, the Company has delivered to, and deposited with, the Custodian, as the duly appointed agent of the Owner for such purpose, the documents or instruments or copies thereof set forth in Section 2.01(b) of the Standard Terms.
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On each Closing Date, the Company, simultaneously with the execution and delivery of the related Purchase Confirmation and the payment of the Purchase Price by the Initial Owner by wire transfer of immediately available federal funds, shall hereby sell, transfer and assign, without recourse, to the Initial Owner the Ownership Interest in and to the Mortgage Loans identified in the related Purchase Confirmation, including, the Scheduled Principal Balance of each Mortgage Loan as of the applicable Cut-off Date and all payments in respect thereof due after the applicable Cut-off Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein on a servicing retained basis. The Initial Owner shall be entitled to (i) all principal due after the related Cut-off Date, (ii) all other recoveries of late charges, assumption fees or other charges collected after the related Cut-off Date, and (iii) all payments of interest on the Mortgage Loans at the Mortgage Interest Rate due after the related Cut-off Date. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date. All payments of principal and interest (minus the Servicing Fee) due on the first day of the month after the related Cut-off Date shall belong to the Initial Owner.
