Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer. (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer. (e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer. (f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 3 contracts
Sources: Master Repurchase Agreement (Capital Trust Inc), Master Repurchase Agreement (Capital Trust Inc), Master Repurchase Agreement (Capital Trust Inc)
Servicing. (a) Notwithstanding The parties hereto agree and acknowledge that the purchase Purchased Assets will be sold by Seller to Buyer on a servicing released basis. In furtherance of the foregoing, Seller and sale 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 herebyand 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, Sellerprior to an Event of Default, Seller may retain, on behalf of Buyer, Servicer or a third party servicer approved by Buyer shall to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations obligation of Seller Servicer to service any Purchased Asset for the benefit of the Serviced Assets or on behalf of Buyer as aforesaid shall cease, at Buyer’s option, cease upon the earliest repurchase of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any such Purchased Asset (except by Seller in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicer Acknowledgement.
(b) Seller agrees that Buyer that, as between Seller and Buyer, ▇▇▇▇▇ is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon Seller shall not, and shall not provide consent to Servicer to, employ any other sub- servicers to service the occurrence 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) Seller shall cause Servicer to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the Purchased Assets and during the continuance Servicing Agreement and agreeing that Servicer shall deposit or, as applicable, shall cause to be deposited, all Income with respect to the Purchased Assets in the Controlled Account, all in such manner as shall be reasonably acceptable to Buyer.
(e) To the extent applicable, Seller shall cause the Servicing Agreement or the Servicing Acknowledgment to permit Buyer to inspect Servicer’s servicing facilities for the purpose of an Event of Default, satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided in this Agreement.
(f) Buyer may, in its sole discretiondiscretion if an Event of Default shall have occurred and be continuing, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder, ▇▇▇▇▇ shall not employ sub-servicers have the right immediately to terminate Servicer’s right to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementpenalty or termination fee.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 3 contracts
Sources: Omnibus Amendment to Transaction Documents and Release Agreement (BrightSpire Capital, Inc.), Ninth Omnibus Amendment to Transaction Documents and Release Agreement (BrightSpire Capital, Inc.), Tenth Omnibus Amendment to Transaction Documents (BrightSpire Capital, Inc.)
Servicing. (a) Notwithstanding The parties hereto agree and acknowledge that the purchase Purchased Assets will be sold by Seller to Buyer on a servicing released basis. In furtherance of the foregoing, Seller and sale 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 hereby, Seller, Servicer and any prior agreement between Seller and any other Person or a third party servicer approved by 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 that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations obligation of Seller Servicer to service any Purchased Asset for the benefit of the Serviced Assets or on behalf of Buyer as aforesaid shall cease, at Buyer’s option, cease upon the earliest repurchase of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any such Purchased Asset (except by Seller in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicer Acknowledgment.
(b) Seller agrees that that, as between Seller and Buyer, Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) 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. If the Purchased Assets are serviced by a ’s sole discretion.
(d) Seller shall cause Servicer and any other sub-servicer, Seller shall, irrevocably assign all rights, title and servicers engaged on behalf of Buyer to execute a Servicer Acknowledgment acknowledging Buyer’s interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest the Servicing Agreement and agreeing that each servicer and/or Servicer and any sub-servicer (if applicable) shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into in the Depository Blocked Account, and so long all in such manner as a shall be reasonably acceptable to Buyer.
(e) To the extent applicable, Seller shall cause Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Asset is subject as provided in this Agreement.
(f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to a Transaction, following notice from Buyer to Seller Servicer. Upon the occurrence of an Event of Default under this Agreementhereunder, each such servicer or sub-servicer Buyer shall take no action under this Agreement with regard have the right immediately to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate terminate Servicer’s right to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that service the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer without payment of any proposed servicing-related decision with regard to the Purchased Assetpenalty 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) Notwithstanding 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 purchase “Servicing Term”), which is renewable as provided in clause (d) below, on the following terms and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Loans conditions:
(such Purchased Assets, “Serviced Assets”b) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service and administer the Serviced Assets at Seller’s sole cost and for the benefit Purchased Mortgage Loans on behalf of Buyer in accordance with Accepted Servicing Practices approved Practices, and in accordance with all applicable requirements of the Agencies, Requirements of Law, the provisions of any applicable servicing agreement, and the requirements of any applicable Takeout Commitment and the Takeout Investor, so that the eligibility of the Purchased Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by Buyer in the exercise such servicing and administration.
(c) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller or any of its reasonable business judgment and maintained by other prudent mortgage Affiliates (a “Subservicer”), or mezzanine lenders with respect if the servicing of any such Mortgage Loan is to mortgage and/or mezzanine loans similar be transferred to the Serviced Assetsa Subservicer, provided, however, that the obligations of Seller to service any shall provide a copy of the Serviced Assets related servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer prior to such Purchase Date or servicing transfer date, as applicable. Each such Servicing Agreement shall ceasebe in form and substance acceptable to Buyer. In addition, at Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Purchased Mortgage Loans, which consent may be withheld in Buyer’s optionsole discretion. In no event shall Seller’s use of a Subservicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly.
(d) Seller shall deliver the physical and contractual master servicing of each Purchased Mortgage Loan, together with all of the related Records in its possession, to Buyer’s designee upon the earliest of (iw) an the occurrence of a Default or Event of DefaultDefault 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 (iiz) the delivery 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 at least five (5) days’ prior written notice any of the decision by Buyer to transfer Purchased Mortgage Loans, which right shall be exercisable at any time in Buyer’s sole discretion, upon written notice. In addition, Seller shall deliver the physical and contractual master servicing rights of any or each Purchased Mortgage Loan, together with all of the Serviced Assets related Records in its possession to either Servicer or another third party servicer selected by Buyer. In either case’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 take all actions necessary have no further obligation to effectuate service such Mortgage Loan as agent for Buyer, upon receipt by Buyer of the underlying Repurchase Price therefor. Seller’s transfer of the Records and the physical and contractual servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer under this Section shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except be in accordance with customary standards in the terms industry and conditions such transfer shall include the transfer of Article 3(e) hereof) the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer“negative escrows”).
(be) 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 servicing records, times maintain and safeguard and cause any Subservicer to maintain and safeguard the Credit File for the Mortgage Loan (including but not limited photocopies or images of the documents delivered to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”Buyer), files, documents, records, data bases, computer tapes, copies and accurate and complete records 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 its servicing of Purchased Assets (the “Mortgage Loan; Seller’s possession of the Credit Files and Servicing Records”) so long as Records being for the Purchased Assets are subject to this Agreementsole 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 and rights relating to the Purchased Assets and all Servicing Records to secure the obligation obligations of Seller or its designee and any Subservicer to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such related Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The 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 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 of servicing fees shall be subordinate to payment of amounts outstanding default that occurs under the Mortgage Loan or any default under any Transaction Servicing Agreement that would materially and this Agreementadversely 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 appoint a successor servicer at any time to service any 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 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 Income 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 hereunder and the servicing fee is reduced or eliminated.
(i) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to of the Purchased AssetsMortgage Loans provided that Seller shall continue to service the Purchased Mortgage Loans hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Assets Mortgage Loans are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicerbasis.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 3 contracts
Sources: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement, Master Repurchase Agreement (loanDepot, Inc.)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, a. Seller, on Buyer's behalf, shall contract with Servicer to, or a third party servicer approved by Buyer shall if Seller is the Servicer, Seller shall, service the Purchased Assets Mortgage Loans consistent with the degree of skill and care that are Eligible Seller customarily requires with respect to similar Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the exercise servicing of its reasonable business judgment and maintained any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof.
b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by other prudent mortgage or mezzanine lenders Servicer with respect to mortgage and/or mezzanine loans similar any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected.
c. Seller shall cause the Servicer to deposit all collections received by Servicer on the Serviced Assets, 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 obligations of 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 service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of Buyer (i) an Event of Default, or (ii) a Servicer Notice addressed to and agreed to by the delivery by Buyer to Seller of at least five (5) days’ prior written notice Servicer of the decision by related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either casemay reasonably request, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectivelylimitation, recognition by the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies Servicer 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 Buyer's interest in all servicing fees such Purchased Mortgage Loans and rights relating to the Purchased Assets and all Servicing Records to secure the obligation Servicer's agreement that upon receipt of Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance notice of an Event of DefaultDefault from Buyer, it will follow the instructions of Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans and any related Income with respect thereto.
e. Upon the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller occurrence of an Event of Default hereunder or a material default under this the Servicing Agreement, each such servicer or sub-servicer Buyer shall take no action under this Agreement with regard have the right to such immediately terminate the Servicer's right to service the Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion.
f. If Seller should discover that, for any reason whatsoever, Seller or any other entity responsible to Seller for managing or servicing agreement related any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Assets. As suchMortgage Loans, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicershall promptly notify Buyer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
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) Notwithstanding the purchase and sale of the Purchased Assets herebyLoans by Seller to Buyer hereunder, Seller, GKK Manager LLC or such other Servicer or a third party servicer approved by Buyer shall continue to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) at Seller’s sole cost and for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Purchased Loans prior to the Repurchase Date pursuant to Article 7Section 8 or 17 of this Annex I, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations of Seller to service any of the Serviced Assets Purchased Loans shall cease, at Buyer’s option, cease automatically upon the earliest of (i) an Event of Default, or (ii) the delivery date on which the aggregate Repurchase Price for the Portfolio Loans together with all accrued and unpaid Price Differential, unpaid Costs and other amounts payable by Seller to Buyer to hereunder have been paid in full or (iii) the transfer of servicing approved by Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by and Buyer, which Buyer’s consent shall not be unreasonably withheld. In either case, Seller shall take all actions necessary service and shall cause the Servicer to effectuate service the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except Loans in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerAccepted Servicing Practices.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (the “Servicing Records”) so long as the Purchased Assets Loans are subject to this the Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Loans on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets Loans with or without cause, in each case without payment of any termination feefee 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) Seller shall not, and shall not permit Servicer to, employ sub-servicers to service the Purchased Assets Loans without the prior written approval of BuyerBuyer which shall not be unreasonably withheld. If the Purchased Assets Loans are serviced by a sub-servicer, Seller shall, shall irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets with such sub-servicer to Buyer.
(e) Seller shall cause all servicers (other than Servicer) Servicer and any sub-servicers engaged by Seller to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s security interest in the Purchased Loans and the Servicing Agreements and agreeing that each servicer and/or such sub-servicer shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into Loans in the Depository Blocked Account, and so long all in such manner as a Purchased Asset is subject shall be reasonably acceptable to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment In the event Seller or its Affiliate is servicing any Purchased Loan, Seller shall permit Buyer to inspect Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of servicing fees shall be subordinate satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to payment of amounts outstanding under any Transaction and this service such Purchased Loans as provided in the Agreement.
(g) For Seller shall cause the avoidance Servicer to provide a copy of doubt, each report and notice sent to Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold be sent to Buyer on a “servicing released” basis with such servicing retained by the Servicerconcurrently therewith.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
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) Notwithstanding The parties hereto agree and acknowledge that the purchase Purchased Assets will be sold by Seller to Administrative Agent, on behalf of Buyers, on a servicing released basis. In furtherance of the foregoing, Seller and sale Administrative Agent, on behalf of ▇▇▇▇▇▇, hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Administrative Agent, on behalf of Buyers, shall govern the servicing of the Purchased Assets herebyand any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Notwithstanding the foregoing, Sellerif Administrative Agent shall have received a duly executed Servicer Acknowledgment from Servicer, Servicer or a third party servicer approved by Buyer shall prior to an uncured Event of Default, Seller may retain Servicer, on behalf of Administrative Agent, to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer andor on behalf of Administrative Agent, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, Buyers; provided, however, that the obligations obligation of Seller Servicer to service any Purchased Asset for the benefit of the Serviced Assets or on behalf of Administrative Agent, on behalf of Buyers, as aforesaid shall cease, at Buyer’s option, cease upon the earliest repurchase of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any such Purchased Asset (except by Seller in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicer Acknowledgment.
(b) Seller agrees that Buyer that, as between Seller and Administrative Agent, on behalf of ▇▇▇▇▇▇, Administrative Agent, on behalf of ▇▇▇▇▇▇, is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer Administrative Agent, on behalf of Buyers, or its designee (including the Custodian) at BuyerAdministrative Agent’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) 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. If the Purchased Assets are serviced by a Administrative Agent, on behalf of Buyers, which approval shall be in Administrative Agent’s, sole discretion exercised in good faith.
(d) Seller shall cause Servicer and any other sub-servicerservicers engaged on behalf of Administrative Agent to execute a Servicing Agreement with Seller and Administrative Agent, Seller shallon behalf of Buyers, irrevocably assign all rightsor a Servicer Acknowledgment acknowledging Administrative Agent’s, title and on behalf of Buyers, interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest the Servicing Agreement and agreeing that each servicer and/or Servicer and any sub-servicer (if applicable) shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into in the Depository Blocked Account, all in such manner as shall be reasonably acceptable to Administrative Agent.
(e) To the extent applicable and so long as a otherwise permitted under the related Servicing Agreement, Seller shall cause Servicer to permit Administrative Agent, on behalf of Buyers, to inspect Servicer’s servicing facilities for the purpose of satisfying such party that Servicer has the ability to service such Purchased Asset is subject as provided in this Agreement.
(f) (i) Administrative Agent, on behalf of Buyers, may, in its sole discretion exercised in good faith if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to a TransactionServicer, following notice from Buyer and (ii) to Seller upon the occurrence of an Event of Default under this Agreementhereunder, each such servicer or sub-servicer Administrative Agent, on behalf of Buyers, shall take no action under this Agreement with regard have the right immediately to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate terminate Servicer’s right to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that service the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer without payment of any proposed servicing-related decision penalty or termination fee in accordance with regard to the Purchased AssetServicer Acknowledgment and Servicing Agreement.
Appears in 2 contracts
Sources: Master Repurchase and Securities Contract Agreement (ACRES Commercial Realty Corp.), Master Repurchase and Securities Contract Agreement (ACRES Commercial Realty Corp.)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, SellerSellers, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 78, for the benefit of Buyer’s assigns. Seller Sellers shall service or cause Servicer to service the Serviced Assets at Seller’s Sellers’ sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller Sellers to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller Sellers of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller Sellers shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller Sellers nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Each Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Each Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets and all Servicing Records to secure the obligation of such Seller or its designee to service in conformity with this Article 26 28 and any other obligation of such Seller to Buyer. Each Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate any Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Neither Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, the applicable Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Each Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by such Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Collection Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to such Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, no Seller retains no economic rights to the servicing, other than such Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, each Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Capital Trust Inc), Master Repurchase Agreement (Capital Trust Inc)
Servicing. (a) ▇▇▇▇▇▇ and Buyer agree that all Servicing Rights with respect to the Purchased Loans will be transferred hereunder to Buyer on the applicable Purchase Date and such 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 Assets Loans and Servicing Rights hereby, Seller or, upon request by Seller, Servicer or shall be granted a third party servicer approved by Buyer shall service revocable license to exercise the Servicing Rights with respect to the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets a Purchased Loan prior to the Repurchase Date pursuant to Article 7Section 8, for the benefit of Buyer’s assigns. Seller assigns (which license shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, be deemed automatically revoked upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default); provided, Buyer mayhowever, in its sole discretion, (i) sell its right to that the Purchased Assets on a servicing released basis obligations of Seller or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without Loans shall cease, at Seller’s option, upon the prior written approval payment by Seller to Buyer of Buyerthe Repurchase Price therefor. If Seller covenants to maintain or cause the servicing of the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest Loans to be maintained in conformity with the Accepted Servicing Practices (if any) as defined in the Servicing Agreements in the Purchased Assets to Buyer.
Agreement) (e) “Accepted Servicing Practices”). Seller shall cause all servicers obtain the written consent of Buyer prior to appointing any third party Servicer for a Purchased Loan or entering into any Servicing Agreement with a Servicer (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this initial Servicing Agreement with regard to such Purchased Asset other than ARES Commercial Real Estate Servicer LLC, a Delaware limited liability company, as specifically directed by Buyerinitial Servicer).
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Ares Commercial Real Estate Corp), Master Repurchase Agreement (Ares Commercial Real Estate Corp)
Servicing. (a) Notwithstanding Seller covenants to maintain or cause the purchase and sale servicing of the Purchased Transaction Assets hereby, Seller, Servicer or a third party servicer approved by Buyer shall service to be maintained in conformity with accepted and prudent servicing practices in the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) industry for the benefit same type of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate loans as the Serviced Transaction Assets prior and in a manner at least equal in quality to the Repurchase Date pursuant to Article 7, servicing Seller provides for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans assets similar to the Serviced Assets, provided, however, Transaction Assets which Seller owns. In the event that the obligations of Seller to service any of the Serviced Assets preceding language is interpreted as constituting one or more servicing contracts between Buyer and Seller, each such servicing contract shall cease, at Buyer’s option, terminate automatically upon the earliest of (i) an Event of Default, or (ii) the delivery date on which all the Repurchase Obligations have been paid in full or (iii) the transfer of servicing approved by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerSeller.
(b) If any of the Transaction Assets are serviced by Seller, (i) Seller agrees that Buyer is the owner collateral assignee of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 Transaction Asset (the “Servicing Records”), and (ii) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Transaction Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s 's request.
(c) Upon If the occurrence and during the continuance of an Event of DefaultTransaction Assets are serviced by Servicer, Buyer may, in its sole discretion, Seller (i) sell its right shall provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the Purchased Assets on a servicing released basis or “Servicing Agreement”), and (ii) terminate Seller, shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or any sub-servicer assignee of a Servicer shall be approved in writing by Buyer and shall acknowledge and agree to a Servicer Notice prior to such successor's assumption of servicing obligations with respect to the Purchased Assets with or without cause, in each case without payment of any termination feeTransaction Assets.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no shall not retain any economic rights to the servicing, servicing other than Seller’s rights 's rights, if any, under the Servicing Agreement or any other servicing agreement related to the Purchased AssetsAgreement. As such, Seller expressly acknowledges that the Purchased Transaction Assets are sold to Buyer on a “servicing released” basis with such servicing retained by Seller or, if the relevant Transaction Asset is serviced by a Servicer, the Servicer in respect of that Transaction Asset.
(e) If the servicer of the Transaction Assets is Seller, Seller shall provide to Buyer a letter from Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Buyer may terminate any Servicing Agreement and in any event transfer servicing to Buyer's designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer.
(f) After the Purchase Date, until the rights to the Transaction Assets under the Transaction Documents are relinquished by the Custodian, Seller will have no right to modify or alter the terms of such Transaction Assets and Seller will have no obligation or right to repossess such Transaction Assets or substitute another Transaction Asset, except as provided in the Custodial Agreement.
(g) In the event Seller is servicing the Transaction Assets, Seller shall permit Buyer from time to time to inspect Seller's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Transaction Assets as provided in this Agreement.
(h) At all times when Seller or a Servicer is servicing the Transaction Asset, Seller shall provide prior written notice cause such party to deliver to Buyer of any proposed servicing-related decision with regard to the Purchased Asseta monthly servicing update in such form as Buyer may reasonably require.
Appears in 2 contracts
Sources: Master Repurchase Agreement (KBS Real Estate Investment Trust, Inc.), Master Repurchase Agreement (KBS Real Estate Investment Trust, Inc.)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior a. Pursuant to the Repurchase Date pursuant to Article 7Servicing Agreement, for the benefit of Buyer’s assigns. Seller shall service or cause has contracted with Servicer to service the Serviced Assets at Seller’s sole cost Mortgage Loans consistent with the degree of skill and for the benefit of Buyer care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices approved by Practices. The Seller and Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the exercise servicing of its reasonable business judgment any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof.
b. Seller shall and maintained shall cause the Servicer to hold or cause to be held all escrow funds collected by other prudent mortgage or mezzanine lenders Seller and Servicer with respect to mortgage and/or mezzanine loans similar any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected.
c. Seller shall and shall cause the Servicer to deposit all collections received by Servicer on the Serviced Assets, provided, however, that Purchased Mortgage Loans in the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, account set forth in Section 9 upon the earliest of (i) an Event of Default.
d. Seller shall provide to Buyer a Servicer Notice and Pledge, or (ii) in the delivery event that the Servicer is not an Affiliate of Seller, a Servicer Notice, addressed to and agreed to by Buyer to Seller of at least five (5) days’ prior written notice the Servicer of the decision by related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either casemay reasonably request, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectivelylimitation, recognition by the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies Servicer 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 Buyer’s interest in all servicing fees such Purchased Mortgage Loans and rights relating to the Purchased Assets and all Servicing Records to secure the obligation Servicer’s agreement that upon receipt of Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance notice of an Event of DefaultDefault from Buyer, it will follow the instructions of Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans and any related Income with respect thereto.
e. Upon the Depository Account, occurrence and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller continuation of an Event of Default hereunder, Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans without payment of any penalty or termination fee under this the Servicing Agreement. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion.
f. If Seller should discover that, each such servicer for any reason whatsoever, Seller or sub-servicer shall take no action under this Agreement with regard any entity responsible to Seller for managing or servicing any such Purchased Asset other than as specifically directed by Mortgage Loan has failed to perform fully Seller’s obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.
g. Servicer shall service the Purchased Mortgage Loans on behalf of Buyer for ninety (f90) The payment of servicing fees day intervals which will automatically terminate if not renewed by Buyer, which renewal shall be subordinate to payment evidenced by delivery of amounts outstanding under any Transaction and this Agreementa renewal letter substantially in the form of Exhibit C hereto.
(g) h. For the avoidance of doubt, the Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to of the Purchased AssetsMortgage Loans; provided that the Seller shall and shall cause the Servicer to continue to service the Purchased Mortgage Loans hereunder as part of the Obligations hereunder. As such, the Seller expressly acknowledges that the Purchased Assets Mortgage Loans are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicerbasis.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Servicing. a. Seller, on Buyer’s behalf, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, interim service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (ai) Notwithstanding comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the purchase rights of Buyer in any Mortgage Loans or any payment thereunder.
b. Seller shall, or shall cause the Servicer to, hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in segregated trust accounts, separate and sale apart from any of Seller’s corporate funds, and shall apply the same for the purposes for which such funds were collected.
c. Seller shall, or shall cause the Servicer to, deposit all Income, excluding any prepayments in full as set forth in Section 7(d), received by Servicer on the Purchased Assets in the Collection Account no later than the fifth (5th) Business Day following receipt; provided, however, that any amounts required to be remitted to Buyer shall be deposited in the Collection Account on or prior to the day on which such remittance is to occur. Any such amounts deposited in the Collection Account shall then be remitted to the Settlement Account on a monthly basis, on the fifth (5th) calendar day (or next succeeding Business Day in the event that any such calendar day is not a Business Day), and on any other day Buyer directs such a transfer in its discretion.
d. If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller, or if the servicing of any Purchased Mortgage Loan is to be transferred from Seller to a Servicer other than Seller, Seller shall, prior to such Purchase Date or servicing transfer date, as applicable, provide to Buyer the related Servicing Agreement and a servicer notice or letter agreement, executed by Buyer, Seller and such Servicer (each, a “Servicer Side Letter”), in form and substance substantially similar to Exhibit F hereto.
e. The Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing and all Records of the Purchased Assets hereby, Seller, Servicer or Mortgage Loans to a third party successor servicer approved appointed by Buyer in its discretion.
f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller’s obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify 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 (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. Upon termination, the Servicer shall transfer servicing, including, without limitation, delivery of all servicing files to the designee of the Buyer. The Servicer’s delivery of servicing files shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After the servicing terminates and until the servicing transfer date, the Servicer shall service the Purchased Assets that are Eligible Mortgage Loans (such Purchased Assets, “Serviced Assets”) for in accordance with the benefit terms of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost 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, (i) provide Buyer with the related Servicing Agreement pursuant to which such subservicer shall service such Mortgage Loans, which Servicing Agreement shall be acceptable to Buyer in accordance with Accepted Servicing Practices approved by Buyer all respects, (ii) obtain Buyer’s prior written consent to the use of such subservicer in the exercise performance of its reasonable business judgment such servicing duties and maintained by other prudent mortgage or mezzanine lenders 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 mortgage and/or mezzanine loans similar such subservicer. 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 the Serviced Assets, provided, howeveragree and acknowledge, that Buyer or its designees shall have the obligations of Seller right to service any conduct examinations and audits of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject Mortgage Loans. Buyer shall also have the right to this Agreement. Seller grants Buyer a security interest in obtain copies of all servicing fees Records and rights files of the Servicer relating to the Purchased Assets and Assets, including all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right documents relating to the Purchased Assets on a Mortgage Loans and the servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination feethereof.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement (Stonegate Mortgage Corp)
Servicing. (a) Notwithstanding Seller covenants to maintain or cause the purchase and sale servicing of the Purchased Transaction Assets hereby, Seller, Servicer or a third party servicer approved by Buyer shall service to be maintained in conformity with accepted and prudent servicing practices in the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) industry for the benefit same type of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate loans as the Serviced Transaction Assets prior and in a manner at least equal in quality to the Repurchase Date pursuant to Article 7, servicing Seller provides for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans assets similar to the Serviced Assets, provided, however, Transaction Assets which Seller owns. In the event that the obligations of Seller to service any of the Serviced Assets preceding language is interpreted as constituting one or more servicing contracts between Buyer and Seller, each such servicing contract shall cease, at Buyer’s option, terminate automatically upon the earliest of (i) an Event of Default, or (ii) the delivery date on which all the Repurchase Obligations have been paid in full or (iii) the transfer of servicing approved by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerSeller.
(b) If any of the Transaction Assets are serviced by Seller, (i) Seller agrees that Buyer is the owner collateral assignee of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 Transaction Asset (the “Servicing Records”), and (ii) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Transaction Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon If the occurrence and during the continuance of an Event of DefaultTransaction Assets are serviced by Servicer, Buyer may, in its sole discretion, Seller (i) sell its right shall provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the Purchased Assets on a servicing released basis or “Servicing Agreement”), and (ii) terminate Seller, shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or any sub-servicer assignee of a Servicer shall be approved in writing by Buyer and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to the Purchased Assets with or without cause, in each case without payment of any termination feeTransaction Assets.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no shall not retain any economic rights to the servicing, servicing other than Seller’s rights rights, if any, under the Servicing Agreement or any other servicing agreement related to the Purchased AssetsAgreement. As such, Seller expressly acknowledges that the Purchased Transaction Assets are sold to Buyer on a “servicing released” basis with such servicing retained by Seller or, if the relevant Transaction Asset is serviced by a Servicer, the Servicer in respect of that Transaction Asset.
(e) If the servicer of the Transaction Assets is Seller, Seller shall provide to Buyer a letter from Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Buyer may terminate any Servicing Agreement and in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer.
(f) After the Purchase Date, until the rights to any Transaction Assets under the Transaction Documents are relinquished by the Custodian, Seller will have no right to modify or alter the terms of such Transaction Assets and Seller will have no obligation or right to repossess such Transaction Assets or substitute another Eligible Transaction Asset, except as provided in the Custodial Agreement.
(g) In the event Seller is servicing the Transaction Assets, Seller shall permit Buyer from time to time to inspect Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Transaction Assets as provided in this Agreement.
(h) At all times when Seller or a Servicer is servicing any Transaction Asset, Seller shall provide prior written notice cause such party to deliver to Buyer of any proposed servicing-related decision with regard to the Purchased Asseta monthly servicing update in such form as Buyer may reasonably require.
Appears in 2 contracts
Sources: Master Repurchase Agreement (KBS Real Estate Investment Trust, Inc.), Master Repurchase Agreement (KBS Real Estate Investment Trust, Inc.)
Servicing. (a) Seller and Buyer agree that all Servicing Rights with respect to the Purchased Loans 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 Assets Loans and Servicing Rights hereby, Seller or, upon request by Seller, Servicer or shall be granted a third party servicer approved by Buyer shall service revocable license to exercise the Servicing Rights with respect to the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets a Purchased Loan prior to the Repurchase Date pursuant to Article 7Section 8, for the benefit of Buyer’s assigns. Seller assigns (which license shall service or cause Servicer to service be deemed automatically revoked upon the Serviced Assets at Seller’s sole cost occurrence and for during the benefit continuance of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise an Event of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, Default); provided, however, that the obligations of Seller or Servicer to service any of the Serviced Assets Purchased Loans shall cease, at BuyerSeller’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery payment by Seller to Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer Repurchase Price therefor. Seller shall cause Servicer to transfer service the servicing rights of any or all of Purchased Loans pursuant to the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either Servicing Agreement, in each case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with Accepted Servicing Practices. Seller shall obtain the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerBuyer prior to appointing any third party Servicer for a Purchased Loan or entering into any Servicing Agreement with a Servicer (other than the initial Servicing Agreement with Midland Loan Services as initial Servicer).
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (collectively, the “Servicing Records”) so long as the Purchased Assets Loans are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets Loans and all Servicing Records to secure the obligation of the Seller or its designee Servicer to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records which are in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Loans on a servicing released basis or (ii) terminate Seller, any Seller or Servicer or any sub-servicer of the Purchased Assets Loans with or without cause, in each case without payment of any termination feefee to the extent provided in the Servicing Agreement.
(d) Seller shall not employ or permit Servicer to employ sub-servicers to service the Purchased Assets Loans without the prior written approval of Buyer. If Buyer in its sole discretion except to the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) extent permitted in the Servicing Agreements in the Purchased Assets to BuyerAgreement.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees under any Servicing Agreement shall be subordinate to payment solely the obligation of amounts outstanding under any Transaction and this AgreementSeller.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.), Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Servicing. (a) Notwithstanding Each servicer of any Purchased Asset (including the purchase and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer Primary Servicer) shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall exercise its rights to pledge or hypothecate the Serviced Assets prior be subject to the Repurchase Date pursuant to Article 7, for the benefit prior written approval of Buyer’s assigns. Seller shall service or cause Servicer each such servicer (including the Primary Servicer) to service the Serviced Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(d) no servicer (including the exercise Primary Servicer) of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Purchased Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment with respect to any Purchased Asset, sell any Purchased Asset (except described in accordance with the terms and conditions of Article 3(e7(d) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof other than pursuant to Buyer in each such instance and receiving the prior written consent of Buyera Revocable Option.
(b) Seller agrees that Buyer is the owner of all servicing records, including including, but not limited to to, any and all servicing agreements and pooling and servicing agreements (including, without limitation limitation, the Primary Servicing Agreement or any “Interim Servicing Agreement” with Servicerother servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisalsvaluations, 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or and/or (ii) terminate SellerSeller (as the servicer), Primary Servicer or any other servicer or sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements servicing agreements in the Purchased Assets to Buyer.
(e) . Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice direct agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into in accordance with the Depository Account, applicable Servicing Agreement and so long as a any Purchased Asset is subject to a Transactionowned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fe) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(gf) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Terra Property Trust, Inc.), Master Repurchase Agreement (Terra Secured Income Fund 5, LLC)
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Purchaser on a third party servicer approved by Buyer shall service “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets are subject to this Agreement. Notwithstanding the foregoing, while no Event of Default exists, Seller 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 are Eligible Loans such license is extended for another thirty (30) days or (ii) upon the occurrence of an Event of Default; provided, however, that if Purchaser fails to deliver any such Purchased Assetsnotice of extension, “Serviced Assets”then upon notice from Seller of such failure, Purchaser shall provide notice to Seller and Servicer of Purchaser’s election to extend such thirty (30) for the benefit of Buyer day period or not extend such thirty (30) day period and, if Buyer such notice of election to extend is provided by Purchaser after the expiration of the immediately preceding thirty (30) day period, such extension shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, apply retroactively for the benefit period beginning on the last day of Buyer’s assigns. Seller shall service or such preceding thirty (30) day period through and including the date such notice of election to extend is provided by Purchaser) to cause Servicer to service the Serviced Assets 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 Agreement and this Article 29 and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possiblePurchaser. Notwithstanding the foregoing, neither Seller nor Servicer shall not take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, Significant Modification without first having given prior notice thereof to Buyer Purchaser in each such instance and receiving the prior written consent of BuyerPurchaser. If Seller effects any Significant Modification with respect to any Purchased Asset without prior written consent of Purchaser then Seller shall repurchase such Purchased Asset within five (5) Business Days after written demand from Purchaser (unless Purchaser later elects to approve such Significant Modification or waive such right to demand repurchase, in each case in Purchaser’s sole and absolute discretion).
(b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 29(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. ▇▇▇▇▇▇ agrees to cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the effected Purchased Assets to another Servicer designated by Purchaser as expeditiously as possible.
(c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of a default by the Servicer under the Servicing Agreement, (ii) upon the occurrence of a default by the Servicer under the Servicer Letter or (iii) during the continuance of an Event of Default, either for cause or without cause, in each case of clauses (i) through (iii), without payment of any penalty or termination fee.
(d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the servicing agreements with such sub-servicer to Purchaser, provided that Servicer may delegate certain administrative functions to third parties without Purchaser’s consent provided that Servicer at all times remains liable for such functions.
(e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Purchaser (a “Servicer Letter”) in form and substance acceptable to Purchaser in its sole and absolute discretion acknowledging Purchaser’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Asset to the Collection Account in accordance with Article 5(e) or as otherwise directed by Purchaser in accordance with the Servicer Letter.
(f) Seller agrees that Buyer Purchaser is the owner of all servicing recordsrecords related to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to (or to use commercially reasonable efforts cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at BuyerPurchaser’s request.
(cg) 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 Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) Except as set forth in the Servicing Agreements in Transaction Documents, the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights due to the servicing, other than Seller’s rights Purchaser under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerTransaction Documents.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Cim Group, Inc.), Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Servicing. (a) Master Seller, on behalf of itself and each Series Seller, and Buyer agree that all Servicing Rights with respect to the Purchased Loans will be transferred hereunder to Buyer on the applicable Purchase Date and such 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 purchase transfer of Servicing Rights to Buyer, Master Seller, on behalf of itself and sale 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 Assets herebyLoans (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, Servicer 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 shall in writing (a “Servicer”) may service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer in accordance with the terms and conditions of the servicing agreement in effect for each such Servicer, provided that each such servicing agreement shall have been approved in writing by Buyer in its commercially reasonable discretion, exercised in good faith (each such servicing agreement or subservicing agreement that has been approved by Buyer (or, if applicable, Buyer’s assigns), a “Servicing Agreement” and, if Buyer collectively, the “Servicing Agreements”); and provided, further, that any such Servicer shall exercise 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 pledge or hypothecate sell such Purchased Loans on a servicing-released basis and to terminate the Serviced Assets prior term of such Servicing Rights with respect to any Purchased Loans from and after an Event of Default; provided, however, that Midland Loan Services, as the initial Servicer, and as a party to the Repurchase Date pursuant Initial Servicing Agreement, shall not be required to Article 7, for the benefit of Buyer’s assignsenter into a Servicer Notice and Agreement. Master Seller shall service or cause Servicer the Purchased Loans to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer be serviced in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment discretion and maintained practiced by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerLoans.
(b) Seller Master Seller, on behalf of itself and each Series Seller, agrees that Buyer is the owner of all servicing records, including but not limited to Seller’s rights in and to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (collectively, the “Servicing Records”) so long as the Purchased Assets Loans are subject to this Agreement. Seller 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 Assets Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 Section 28 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records (if any are in Seller’s possession) and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s requestupon the occurrence and during the continuance of an Event of Default.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 and any terms in the applicable Servicing Agreements approved by Buyer (i) in the case of a Facility Event of Default, sell its right rights to any or all of the Purchased Loans (or in the case of a Transaction Event of Default, sell its rights to the affected Purchased Assets Loan(s)) on a servicing released basis or (ii) in the case of a Facility Event of Default, terminate Seller, any Servicer or any sub-servicer of any or all of the Purchased Assets Loans (or in the case of a Transaction Event of Default, terminate the Servicer and sub-servicer, if any, for the affected Purchased Loan(s)), with or without cause, in each case without payment of any termination fee. Seller shall cause each Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service such Purchased Loans to the successor servicer, including requiring such Servicer to (i) promptly transfer all data in its possession relating to the applicable Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Purchased Loan File and all other files, records, correspondence and documents in its possession relating to the applicable Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof and the applicable Servicing Agreement, Buyer shall be entitled to injunctive relief.
(d) If Servicer is an Affiliate of Seller shall not employ sub-servicers to service or Sponsor, the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement, Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Servicing. (a) Notwithstanding With respect to the purchase Servicing Rights appurtenant to each Purchased Loan, the Buyer shall own, and sale the Seller shall deliver, such Servicing Rights to the Buyer on the related Purchase Date. The Seller covenants to maintain or cause the servicing of the Purchased Assets herebyLoans to be maintained in conformity with Accepted Servicing Practices. The Seller and the Buyer hereby agree and confirm that from and after the date hereof, Seller, Servicer or a third party servicer only such Servicing Agreements that have been approved by Buyer shall govern the servicing of the Purchased Items and any prior agreement between the Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that the Buyer shall have received a duly executed Servicer Notice, prior to an Event of Default that has not been waived, the Seller may retain a Servicer, on behalf of the Buyer, to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) Items for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate on behalf of the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations obligation of Seller such Servicer to service any Purchased Items for the benefit of or on behalf of Buyer as aforesaid shall cease upon the Serviced Assets repurchase of such Purchased Items Loan by Seller in accordance with the provisions of this Repurchase Agreement or as otherwise provided in the Servicer Notice In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract and the related Servicing Rights shall cease, at Buyer’s option, terminate automatically upon the earliest of (i) an Event of Default, or (ii) [***] after the delivery by Buyer to Effective Date, and every [***] thereafter, in each case, unless the Seller of at least five (5) days’ prior receives written notice of non-termination from the decision Buyer prior to the end of such [***] period, (iii) the date on which all the Repurchase Obligations have been paid in full or (iv) the transfer of servicing approved by Buyer to transfer the servicing rights of Seller. Upon any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either casesuch termination, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance comply with the terms requirements set forth in Section 7.31 as to the delivery of the Servicing Records and conditions the physical servicing of Article 3(e) hereof) or otherwise restructure any each Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerLoan.
(b) Upon any termination of the Seller, or Servicer as the servicer, the Seller shall deliver (or cause the related Servicer to deliver) the Servicing Records (as defined below) and, to the extent applicable, the physical and contractual servicing of each Purchased Item to the Buyer or its designee within thirty (30) days of such termination of the Seller, or Servicer as the servicer. The Seller’s, or Servicer’s transfer of the Servicing Rights, Servicing Records and the physical and contractual servicing shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”).
(c) During the period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees that the Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 Purchased Assets Loans (the “Servicing Records”), and (ii) so long as the Purchased Assets are subject to this Agreement. Seller grants the Buyer a security interest in all servicing fees and rights relating to the Purchased Assets Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Article 26 Section 14.22 and any other obligation of the Seller to the Buyer. At all times during the term of this Repurchase Agreement, the Seller covenants to safeguard hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Buyer or its designee (including the Custodian) at the Buyer’s request.
(c) Upon request or otherwise as required by operation of Section 7.31 hereof. It is understood and agreed by the occurrence and during the continuance of parties that prior to an Event of Default, Buyer maythe Seller, in its sole discretion, (i) sell its right as servicer shall retain the servicing fees with respect to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination feeLoans.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are Loans are, at any time during the term of this Repurchase Agreement, serviced by a sub-third party servicer (such third party servicer, the “Servicer”), such Servicer must be acceptable to RHS, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, FHA or VA, as applicable, and each Seller shall(i) shall provide a copy of the servicing agreement to the Buyer, irrevocably assign all rightswhich shall be in form and substance acceptable to the Buyer (the “Servicing Agreement”), title and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit C hereto (a “Servicer Notice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 14.22(d), shall be subject to the Buyer’s ownership and security interest (if any) in the Servicing Agreements Rights, (including, without limitation, the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Purchased Assets Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 14.22(d).
(e) If the servicer of the Purchased Loans is the Seller or the Servicer is an Affiliate of the Seller, the Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect provide to the Purchased Assets Buyer a letter from the Seller or the Servicer, as the case may be, to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller effect that upon the occurrence of an Event of Default under this Agreementthat has not been waived, each such servicer the Buyer may terminate any Servicing Agreement and in any event transfer servicing to the Buyer’s designee, at no cost or sub-servicer shall take no action under this expense to the Buyer, it being agreed that the Seller will pay any and all fees required to terminate the Servicing Agreement with regard and to such Purchased Asset other than as specifically directed by effectuate the transfer of servicing to the designee of the Buyer.
(f) In addition to the rights provided in Section 14.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon sixty (60) days prior written notice, to the Seller or the Servicer, as applicable, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Buyer or its designee, at no cost or expense to the Buyer. The payment Seller agrees to cooperate with the Buyer in connection with the transfer of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementservicing.
(g) For After the avoidance of doubtPurchase Date for any Purchased Loan, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the until such Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained Loan is repurchased by the ServicerSeller and possession thereof is relinquished by the Custodian, the Seller will have no right to modify or alter the terms of such Purchased Loan and the Seller will have no obligation or right to repossess such Purchased Loan or substitute another Purchased Loan, except as provided in the Custodial and Disbursement Agreement.
(h) In the event the Seller or its Affiliate is servicing the Purchased Loans, the Seller shall permit the Buyer from time to time to inspect the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement.
(i) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Seller’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s servicing facilities including without limitation its books and records with respect to the Seller’s servicing portfolio and the Purchased Loans. In addition to the foregoing, the Seller shall permit the Buyer to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Repurchase Agreement. In addition, with respect to any Servicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Servicer and to cause such Servicer to cooperate with the Buyer and/or its designees in connection with any proposed servicingdue diligence performed by the Buyer and/or such designees in accordance with this Section 14.22(i). The Seller and the Buyer further agree that all reasonable out-related decision of-pocket costs and expenses incurred by the Buyer in connection with regard any due diligence or inspection performed pursuant to this Section 14.22(i) shall be paid by the Purchased AssetBuyer.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Home Point Capital Inc.), Master Repurchase Agreement (Home Point Capital Inc.)
Servicing. (a) Notwithstanding The parties hereto agree and acknowledge that the purchase Purchased Assets will be sold by Seller to Buyer on a servicing released basis. In furtherance of the foregoing, Seller and sale 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 herebyand any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Prior to an Event of Default, SellerSeller may retain Servicer, Servicer or a third party servicer approved by Buyer shall on behalf of Buyer, to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations obligation of Seller Servicer to service any Purchased Asset for the benefit of the Serviced Assets or on behalf of Buyer as aforesaid shall cease, at Buyer’s option, cease upon the earliest repurchase of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any such Purchased Asset (except by Seller in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicing Agreement.
(b) Seller agrees that that, as between Seller and Buyer, Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) 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. If ’s sole discretion.
(d) To the Purchased Assets are serviced extent required by a Buyer, Seller shall cause Servicer and any other sub-servicer, Seller shall, irrevocably assign all rights, title and servicers engaged on behalf of Buyer to execute a servicer acknowledgment acknowledging Buyer’s interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest the Servicing Agreement and agreeing that each servicer and/or Servicer and any sub-servicer (if applicable) shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into in the Depository Blocked Account, and so long all in such manner as a shall be reasonably acceptable to Buyer.
(e) To the extent applicable, Seller shall cause Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Asset is subject as provided in this Agreement.
(f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to a Transaction, following notice from Buyer to Seller Servicer. Upon the occurrence of an Event of Default under this Agreementhereunder, each such servicer or sub-servicer Buyer shall take no action under this Agreement with regard have the right immediately to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate terminate Servicer’s right to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that service the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer without payment of any proposed servicing-related decision with regard to the Purchased Assetpenalty or termination fee.
Appears in 2 contracts
Sources: Master Repurchase Agreement (KKR Real Estate Finance Trust Inc.), Master Repurchase Agreement (KKR Real Estate Finance Trust Inc.)
Servicing. (a) Notwithstanding The parties hereto agree and acknowledge that the purchase Purchased Assets will be sold by Seller to Buyer on a servicing released basis. In furtherance of the foregoing, Seller and sale 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 herebyand 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, Sellerprior to an Event of Default, Seller may retain, on behalf of Buyer, Servicer or a third party servicer approved by Buyer shall to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations obligation of Seller Servicer to service any Purchased Asset for the benefit of the Serviced Assets or on behalf of Buyer as aforesaid shall cease, at Buyer’s option, cease upon the earliest repurchase of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any such Purchased Asset (except by Seller in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicer Acknowledgement.
(b) Seller agrees that that, as between Seller and Buyer, Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon Seller shall not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the occurrence 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) Seller shall cause Servicer to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the Purchased Assets and during the continuance Servicing Agreement and agreeing that Servicer shall deposit or, as applicable, shall cause to be deposited, all Income with respect to the Purchased Assets in the Controlled Account, all in such manner as shall be reasonably acceptable to Buyer.
(e) To the extent applicable, Seller shall cause the Servicing Agreement or the Servicing Acknowledgment to permit Buyer to inspect Servicer’s servicing facilities for the purpose of an Event of Default, satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided in this Agreement.
(f) Buyer may, in its sole discretiondiscretion if an Event of Default shall have occurred and be continuing, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder, Buyer shall not employ sub-servicers have the right immediately to terminate Servicer’s right to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementpenalty or termination fee.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
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) 26.1 Notwithstanding the purchase and sale of the Purchased Assets Loans hereby, Sellersubject to Section 26.3, the Servicer or a third party servicer approved by Buyer shall continue to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of the Buyer and, if the Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Purchased Loans prior to the Repurchase Termination Date pursuant to Article Section 7, for the benefit of Buyer’s assigns. Seller shall service or cause the Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer Purchased Loans in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, Practices.
26.2 Seller agrees that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or owns all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (the “Servicing Records”) so long as the Purchased Assets Loans are subject to this Agreement. To the extent that Seller is the Servicer, Seller grants the Buyer a security interest in all servicing fees and rights relating to the Purchased Assets Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to the Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Buyer or its designee (including the Custodian) at the Buyer’s request.
(c) 26.3 Upon the occurrence and during the continuance of an Event of Default, the Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Loans on a servicing servicing-released basis or basis, (ii) terminate Seller, Servicer if Seller (or any sub-servicer Affiliate of Seller) is the Servicer, terminate the Servicer of the Purchased Assets Loans, with or without cause, in each case without payment of any termination fee.
fee and (diii) Seller shall not employ sub-servicers to service if the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets Loans are serviced by a subthird-servicerparty Servicer, terminate, or otherwise exercise such rights with respect to, the Servicer in accordance with the applicable Servicing Agreement.
26.4 With respect to each Purchased Loan, Seller shall, hereby irrevocably assign assigns to the Buyer all rightsof Seller’s right, title and interest (if any) in in, to and under the applicable Servicing Agreements in the Purchased Assets to BuyerAgreement.
(e) 26.5 Seller shall cause all servicers (other than Servicer) and sub-servicers each Servicer engaged by Seller to execute a servicer notice and agreement in the form of Exhibit IX attached hereto (a “Servicer Notice with Buyer acknowledging and Agreement”), pursuant to which such Servicer (i) agrees to deposit all Income in respect of the Purchased Loans serviced by it directly into the Cash Management Account and (ii) acknowledges the Buyer’s security interest rights under Section 26.2, Section 26.3 and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller Section 26.4 of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement (CBRE Realty Finance Inc), Master Repurchase Agreement (American Mortgage Acceptance Co)
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Purchaser on a third party servicer approved by Buyer shall service “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets that are Eligible Loans (such Purchased Assetssubject to this Agreement. Notwithstanding the foregoing, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service 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 Serviced Assets Purchased Assets, 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 Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possiblePurchaser. Notwithstanding the foregoing, neither Seller nor Servicer shall not take any action or to effect any material modification or amendment to any Purchased Assetof, sell or material waiver under, any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer Purchaser in each such instance and receiving the prior written consent of BuyerPurchaser.
(b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 29(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing to any other Servicer (approved in accordance with the definition of Servicer) and the assumption of such servicing by such other Servicer (approved in accordance with the definition of Servicer). Seller agrees to cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the effected Purchased Assets to another Servicer approved by Purchaser as expeditiously as possible.
(c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of a default by Servicer under the Servicing Agreement or any applicable Servicer Letter or (ii) during the continuance of an Event of Default, in each case of clauses (i) and (ii), without payment of any penalty or termination fee. Notwithstanding clause (i) of the preceding sentence, if a default by Servicer under the Servicing Agreement or Servicer Letter occurs (and no Event of Default has occurred and is continuing), Purchaser shall not exercise its right to terminate Servicer so long as Seller (x) removes such Servicer and identifies a replacement servicer acceptable to Purchaser within five (5) Business Days of such default and (y) enters into a Servicing Agreement and, if applicable, a Servicer Letter with such replacement servicer acceptable to Purchaser within sixty (60) calendar days of such default.
(d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the servicing agreements with such sub-servicer to Purchaser.
(e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. In the event Purchaser is not a party to the Servicing Agreement, Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Purchaser substantially in the form attached as Exhibit XI hereto (a “Servicer Letter”) acknowledging Purchaser’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Asset to the Collection Account in accordance with Article 5(e) or as otherwise directed by Purchaser in accordance with the Servicer Letter.
(f) Seller agrees that Buyer Purchaser is the owner of all servicing recordsrecords related to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at BuyerPurchaser’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) The payment of servicing fees shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights due to the servicing, other than Seller’s rights Purchaser under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerTransaction Documents.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)
Servicing. (a) Notwithstanding Master Seller, on behalf of itself and each Series Seller, and Buyer agree that ownership of all Servicing Rights with respect to the purchase Purchased Loans will be transferred hereunder to Buyer on the applicable Purchase Date and sale such ownership of Servicing Rights shall be transferred by Buyer to Master Seller or the applicable Series Seller upon the applicable Series Seller’s payment of the Repurchase Price for such Purchased Loans, in each case subject to the terms of the applicable Servicing Agreement. Without limiting the generality of the foregoing, subject to the terms of this Section 28, Buyer shall have the right to hire or engage any Person to service or subservice all or any portion of the Purchased Assets hereby, Loans. Buyer hereby grants to Master Seller, on behalf of itself and each Series Seller, prior to the occurrence of an Event of Default, the right to exercise all discretion with 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 any of (i) ▇▇▇▇▇ Fargo Bank, N.A., (ii) KeyBank National Association, and (iii) Trimont Real Estate Advisors, LLC, or a any other third party servicer otherwise approved by Buyer shall in writing (a “Servicer”) may service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer in accordance with the terms and conditions of the servicing agreement in effect for each such Servicer, provided that each such servicing agreement shall have been approved in writing by Buyer in its reasonable discretion and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date Purchased Loans pursuant to Article 7Section 8 hereof, for the benefit of Buyer’s assigns (each such servicing agreement approved by Buyer (and, if applicable, Buyer’s assigns), a “Servicing Agreement” and, collectively, the “Servicing Agreements”); and provided, further, that any such Servicer shall have entered into a Servicer Notice and Agreement substantially in the form of Exhibit IX attached hereto (a “Servicer Notice and Agreement”) acknowledging Buyer’s interests in the related Purchased Loans and its rights to sell such Purchased Loans on a servicing-released basis and to terminate the term of such Servicing Rights with respect to any Purchased Loans sold by Buyer from and after an Event of Default. Master Seller shall service or cause Servicer the Purchased Loans to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer be serviced in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment discretion and maintained practiced by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced AssetsPurchased Loans. Master Seller shall not, providedand shall not direct or permit any Servicer to, howeverenter into, that the obligations consent to or approve any amendment, modification or termination, or waiver of Seller to service any term or provision, of the Serviced Assets shall cease, at any Purchased Loan or Purchased Loan Documents which constitutes a Material Action or take any other Material Action without Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyerconsent.
(b) Seller Master Seller, on behalf of itself and each Series Seller, agrees that Buyer is the owner of all of Seller’s right, title and interest, if any, in and to all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (collectively, the “Servicing Records”) so long as the Purchased Assets Loans are subject to this Agreement. Seller 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 Assets Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 Section 28 and any other obligation of Seller to Buyer. Seller covenants to safeguard 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 Buyer’s requestupon the occurrence and during the continuance of an Event of Default.
(c) The Servicer Notice and Agreement shall provide that Servicer’s right under the applicable Servicing Agreement to service the Purchased Loans shall automatically terminate on the thirtieth (30th) day following its execution and at the end of each thirty (30) day period thereafter, unless, in each case, Buyer shall agree, by delivery of a written notice to the related Servicer on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days. Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 hereof and any terms in the applicable Servicing Agreements approved by Buyer (i) in the case of a Facility Event of Default, sell its right rights to any or all of the Purchased Loans (or in the case of a Transaction Event of Default, sell its rights to the affected Purchased Assets Loan(s)) on a servicing released basis or (ii) in the case of a Facility Event of Default, terminate Seller, any Servicer or any sub-servicer of any or all of the Purchased Assets Loans (or in the case of a Transaction Event of Default, terminate the Servicer and sub-servicer, if any, for the affected Purchased Loan(s)), with or without cause, in each case without payment of any termination fee. Seller shall cause each Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service such Purchased Loans to the successor servicer, including requiring such Servicer to (i) promptly transfer all data in its possession relating to the applicable Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Purchased Loan File and all other files, records, correspondence and documents in its possession relating to the applicable Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof and the applicable Servicing Agreement, Buyer shall be entitled to injunctive relief.
(d) Seller shall not employ sub-servicers collaterally assign to service the Purchased Assets without the prior written approval Buyer all of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all its rights, title and interest (if any) in the under any Servicing Agreements in as a condition of allowing the Purchased Assets Loans to Buyer.
(e) Seller be serviced by such Servicer and shall cause all servicers (other than Servicer) and sub-servicers each such Servicer engaged by Seller to execute a Servicer Notice and Agreement with Buyer acknowledging Buyer’s security interest and interest, agreeing that each servicer and/or sub-servicer it shall immediately transfer deposit all Income with respect and any other sums required to be remitted to the holder of the Purchased Assets to Servicer Loans under related Purchased Loan Documents in the Cash Management Account as set forth in Section 5 hereof or as otherwise directed in a written notice signed by Buyer for deposit into the Depository Account, and so long as a such Purchased Asset Loan is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under and acknowledging Buyer’s rights to terminate servicing as otherwise set forth above in this Agreement with regard to such Purchased Asset other than as specifically directed by BuyerSection 28.
(fe) The If Servicer is an Affiliate of Seller or Guarantor, the payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)
Servicing. (a) Notwithstanding The parties hereto agree and acknowledge that the purchase and sale Purchased Loans will be sold by Seller to Buyer on a servicing released basis. In furtherance of the Purchased Assets herebyforegoing, Sellerthe Seller and the Buyer hereby agree and confirm that from and after the date hereof, Servicer or a third party servicer 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 Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations obligation of Seller Servicer to service any Purchased Loan for the benefit of the Serviced Assets or on behalf of Buyer as aforesaid shall cease, at Buyer’s option, cease upon the earliest repurchase of (i) an Event of Default, or (ii) the delivery such Purchased Loan by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicing Acknowledgement.
(b) Seller agrees that that, as between Seller and Buyer, Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 Loans (the “Servicing Records”) so long as the Purchased Assets Loans are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence Seller shall not, and during the continuance of an Event of Defaultshall not provide consent to Servicer to, Buyer may, in its sole discretion, (i) sell its right employ any other sub-servicers to service the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer Loans without the prior written approval of the Purchased Assets with or without cause, in each case without payment of any termination feeBuyer which approval shall not be unreasonably withheld.
(d) Seller shall not employ cause Servicer and any other sub-servicers engaged on behalf of Buyer to service the Purchased Assets without the prior written approval of execute a Servicing Acknowledgement acknowledging Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and ’s interest (if any) in the Servicing Agreements in the Purchased Assets Loans and the Servicing Agreement and agreeing that the Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the Blocked Account, all in such manner as shall be reasonably acceptable to Buyer.
(e) To the extent applicable, Seller shall cause all servicers Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Loan as provided in this Agreement.
(other than Servicerf) Buyer may, in its sole discretion if an Event of Default shall have occurred and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to be continuing, sell the Purchased Assets Loans on a servicing released basis without payment of any termination fee or any other amount to Servicer for deposit into Servicer. Upon the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller occurrence of an Event of Default under this Agreementhereunder, each such servicer or sub-servicer Buyer shall take no action under this Agreement with regard have the right immediately to such terminate Servicer’s right to service the Purchased Asset other than as specifically directed by Buyer.
(f) The Loans without payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementpenalty or termination fee.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement, Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Servicing. (a) Notwithstanding The parties hereto agree and acknowledge that the purchase Purchased Assets will be sold by Seller to Administrative Agent, on behalf of Buyers, on a servicing released basis. In furtherance of the foregoing, Seller and sale Administrative Agent, on behalf of ▇▇▇▇▇▇, hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Administrative Agent, on behalf of Buyers, shall govern the servicing of the Purchased Assets herebyand any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Notwithstanding the foregoing, Sellerif Administrative Agent shall have received a duly executed Servicer Acknowledgment from Servicer, Servicer or a third party servicer approved by Buyer shall prior to an uncured Event of Default, Seller may retain Servicer, on behalf of Administrative Agent, to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer andor on behalf of Administrative Agent, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, Buyers; provided, however, that the obligations obligation of Seller Servicer to service any Purchased Asset for the benefit of the Serviced Assets or on behalf of Administrative Agent, on behalf of Buyers, as aforesaid shall cease, at Buyer’s option, cease upon the earliest repurchase of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any such Purchased Asset (except by Seller in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicer Acknowledgment.
(b) Seller agrees that Buyer that, as between Seller and Administrative Agent, on behalf of ▇▇▇▇▇▇, Administrative Agent, on behalf of ▇▇▇▇▇▇, is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer Administrative Agent, on behalf of Buyers, or its designee (including the Custodian) at BuyerAdministrative Agent’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) 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. If the Purchased Assets are serviced by a Administrative Agent, on behalf of Buyers, which approval shall be in Administrative Agent’s, sole discretion exercised in good faith.
(d) Seller shall cause Servicer and any other sub-servicerservicers engaged on behalf of Administrative Agent to execute a Servicing Agreement with Seller and Administrative Agent, Seller shallon behalf of Buyers, irrevocably assign all rightsor a Servicer Acknowledgment acknowledging Administrative Agent’s, title and on behalf of Buyers, interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest the Servicing Agreement and agreeing that each servicer and/or Servicer and any sub-servicer (if applicable) shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into in the Depository Blocked Account, all in such manner as shall be reasonably acceptable to Administrative Agent.
(e) To the extent applicable and so long as a otherwise permitted under the related Servicing Agreement, Seller shall cause Servicer to permit Administrative Agent, on behalf of Buyers, to inspect Servicer’s servicing facilities for the purpose of satisfying such party that Servicer has the ability to service such Purchased Asset is subject as provided in this Agreement.
(i) Administrative Agent, on behalf of Buyers, may, in its sole discretion exercised in good faith if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to a TransactionServicer, following notice from Buyer and (ii) to Seller upon the occurrence of an Event of Default under this Agreementhereunder, each such servicer or sub-servicer Administrative Agent, on behalf of Buyers, shall take no action under this Agreement with regard have the right immediately to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate terminate Servicer’s right to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that service the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer without payment of any proposed servicing-related decision penalty or termination fee in accordance with regard to the Purchased AssetServicer Acknowledgment and Servicing Agreement.
Appears in 2 contracts
Sources: Master Repurchase and Securities Contract Agreement (ACRES Commercial Realty Corp.), Master Repurchase and Securities Contract Agreement (ACRES Commercial Realty Corp.)
Servicing. (a) Seller and Buyer agree that all Servicing Rights with respect to the Purchased Loans 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 Assets Loans and Servicing Rights hereby, Seller or, upon request of Seller, Servicer or a any third party servicer approved by Buyer shall service be granted a revocable license to exercise the Servicing Rights with respect to the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets a Purchased Loan prior to the Repurchase Date pursuant to Article 7Section 8, for the benefit of Buyer’s assignsassigns (which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default); provided, however, that the obligations of Seller or such third party to service the Purchased Loans shall cease, at Seller’s option, upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall service or cause Servicer the servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer Purchased Loans pursuant to this Agreement in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to senior interests in mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that Purchased Loans. Seller shall obtain the obligations written consent of Seller Buyer prior to service appointing any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected for a Purchased Loan, which consent shall not be unreasonably withheld or delayed so long as such servicer is rated not lower than “Average” by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except Standard & Poor’s Ratings Services in accordance with the terms and conditions its ratings of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyerprimary servicers.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (the “Servicing Records”) so long as the Purchased Assets Loans are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records which are in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Loans on a servicing released basis or (ii) terminate Seller, Servicer the Seller or any sub-servicer of the Purchased Assets Loans with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ or permit a servicer to employ sub-servicers to service the Purchased Assets Loans without the prior written approval of Buyer, which consent shall not be unreasonably withheld or delayed so long as such sub-servicer is rated not lower than “Average” by Standard & Poor’s Ratings Services in its ratings of primary servicers. If the Purchased Assets Loans are serviced by a sub-servicerservicer to Seller, Seller shall, shall irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets Loans to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and any sub-servicers engaged by Seller to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s security interest and interest, agreeing that each servicer and/or sub-servicer it shall immediately transfer deposit all Income with respect to the applicable Purchased Assets to Servicer for deposit into Loan(s) in the Depository Account, Cash Management Accounts and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller acknowledging that upon the occurrence and during the continuance of an Event of Default under this Agreement, each Buyer may terminate such servicer or sub-servicer shall take no action under this Agreement with regard without the requirement to such Purchased Asset other than as specifically directed by Buyerpay any termination or similar fee.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement (RAIT Financial Trust), Master Repurchase Agreement (RAIT Financial Trust)
Servicing. (a) Notwithstanding The parties hereto agree and acknowledge that the purchase Purchased Assets will be sold by Seller to Administrative Agent, on behalf of Buyers, on a servicing released basis. In furtherance of the foregoing, Seller and sale Administrative Agent, on behalf of ▇▇▇▇▇▇, hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Administrative Agent, on behalf of Buyers, shall govern the servicing of the Purchased Assets herebyand any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that Administrative Agent shall have received a duly executed Servicer Acknowledgment from Servicer, Sellerprior to an Event of Default, Servicer or a third party servicer approved by Buyer shall Seller may retain Servicer, on behalf of Administrative Agent, to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer andor on behalf of Administrative Agent, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, Buyers; provided, however, that the obligations obligation of Seller Servicer to service any Purchased Asset for the benefit of the Serviced Assets or on behalf of Administrative Agent, on behalf of Buyers, as aforesaid shall cease, at Buyer’s option, cease upon the earliest repurchase of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any such Purchased Asset (except by Seller in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicer Acknowledgment.
(b) Seller agrees that Buyer that, as between Seller and Administrative Agent, on behalf of ▇▇▇▇▇▇, Administrative Agent, on behalf of ▇▇▇▇▇▇, is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 174259159_1 (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer Administrative Agent, on behalf of Buyers, or its designee (including the Custodian) at BuyerAdministrative Agent’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) 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. If the Purchased Assets are serviced by a Administrative Agent, on behalf of Buyers, which approval shall be in Administrative Agent’s, sole good faith discretion.
(d) Seller shall cause Servicer and any other sub-servicerservicers engaged on behalf of Administrative Agent to execute a Servicing Agreement with Seller and Administrative Agent, Seller shallon behalf of Buyers, irrevocably assign all rightsor a Servicer Acknowledgment acknowledging Administrative Agent’s, title and on behalf of Buyers, interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest the Servicing Agreement and agreeing that each servicer and/or Servicer and any sub-servicer (if applicable) shall immediately transfer deposit or, as applicable, shall cause to be deposited, all Income with respect to the Purchased Assets to Servicer for deposit into in the Depository Applicable Account, and so long all in such manner as a shall be reasonably acceptable to Administrative Agent.
(e) To the extent applicable, Seller shall cause Servicer to permit Administrative Agent, on behalf of Buyers, to inspect Servicer’s servicing facilities for the purpose of satisfying such party that Servicer has the ability to service such Purchased Asset is subject as provided in this Agreement.
(f) Administrative Agent, on behalf of Buyers, may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to a Transaction, following notice from Buyer to Seller Servicer. Upon the occurrence of an Event of Default under this Agreementhereunder, each such servicer or sub-servicer Administrative Agent, on behalf of ▇▇▇▇▇▇, shall take no action under this Agreement with regard have the right immediately to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate terminate Servicer’s right to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that service the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer without payment of any proposed servicing-related decision with regard to the Purchased Assetpenalty or termination fee.
Appears in 2 contracts
Sources: Master Repurchase and Securities Contract Agreement (Goldman Sachs Real Estate Finance Trust Inc), Master Repurchase and Securities Contract Agreement (Goldman Sachs Real Estate Finance Trust Inc)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets Loans hereby, Seller, Servicer Seller or a Sponsor or any other third party servicer approved by Buyer shall continue to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Purchased Loans prior to the Repurchase Date pursuant to Article 7Section 8, for Buyer's assigns; provided, however, that the benefit obligations of Seller or Sponsor to service any of the Purchased Loans shall cease, at Seller's option, upon the payment by Seller to Buyer of the Repurchase Price therefor. In connection therewith, Seller shall be entitled to exercise all discretion with respect to the servicing of the Purchased Loans; provided that Seller shall not effect a Significant Purchased Loan Modification without the consent of Buyer’s assigns, such consent not to be unreasonably withheld, conditioned or delayed. Seller shall service or cause Servicer the servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer Purchased Loans in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerLoans.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “"Servicing Agreements”"), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (the “"Servicing Records”") so long as the Purchased Assets Loans are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s 's request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Loans on a servicing released basis or (ii) terminate Seller, Servicer the Seller or any sub-servicer of the Purchased Assets Loans with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers (other than the Sponsor) to service the Purchased Assets Loans without the prior written approval of Buyer. If the Purchased Assets Loans are serviced by a sub-servicer, Seller shall, shall irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets Loans to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and any sub-servicers engaged by Seller to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s 's security interest and agreeing that each servicer and/or sub-servicer it shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into Loans in the Depository Cash Management Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Northstar Realty), Master Repurchase Agreement (Northstar Realty)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, on B▇▇▇▇’s behalf, shall contract with Servicer to, or a third party servicer approved by Buyer shall if Seller is Servicer, Seller shall, service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior pursuant to the Repurchase Date pursuant to Article 7Servicing Agreement, for consistent with the benefit degree of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost skill and for the benefit of Buyer care in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced AssetsPractices. The Servicing Agreement shall require, providedinter alia, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of that: Servicer (i) an Event of Defaultcomply with all applicable federal, or state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the delivery rights of Buyer in any Purchased Assets or any payment thereunder. In addition, the Servicing Agreement shall require that Servicer deposit all collections of Income (other than amounts deposited in escrow accounts pursuant to the Servicing Agreement and Servicer’s fees or other amounts due to the Servicer pursuant to the Servicing Agreement) received by Buyer to Seller of at least five (5) days’ prior written notice Servicer on account of the decision by Buyer to transfer Purchased Assets in the servicing rights of any or all of Collection Account no later than the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerRemittance Date.
(b) Upon the occurrence of a Servicer Termination Event, Buyer shall have the right to immediately terminate Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee. Seller agrees and Servicer shall cooperate in transferring the servicing of the Purchased Assets to a successor servicer appointed by B▇▇▇▇ in its sole discretion.
(c) If Seller should discover that, for any reason whatsoever, Servicer or any entity responsible for managing or servicing any Purchased Assets has failed to perform in all material respects any of the obligations of such entities with respect to the Purchased Assets, or that an event of default under the Servicing Agreement has occurred, Seller shall promptly notify Buyer.
(d) In the event that Servicer is a master servicer of a Purchased Asset which is serviced by a third-party Servicer, Seller shall provide promptly to Buyer is a Servicer Notice addressed to and agreed to by the owner third-party Servicer of all servicing recordsthe related Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (advising such third-party Servicer of such matters as Buyer may reasonably request, including, without limitation any “Interim Servicing Agreement” with Servicer) (collectivelylimitation, recognition by the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies master servicer 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 Buyer’s interest in such Purchased Assets (and the “Servicing Records”) so long as third-party Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the Purchased Assets are subject to this Agreement. Seller grants instructions of Buyer a security interest in all servicing fees and rights relating with respect to the Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity any related Income with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s requestrespect thereto.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(de) Seller shall not employ sub-servicers (other than Servicer or Affiliates thereof or third-party Servicers) to service the Purchased Assets without the prior written approval of Buyer, which such approval shall not be unreasonably withheld. If the Purchased Assets are serviced serviced, in whole or in part, by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest servicer (if anyi) in Servicer shall nevertheless remain primarily liable to Buyer for the Servicing Agreements in servicing of the Purchased Assets under the Servicing Agreement; and (ii) any agreement with a subservicer shall entitle Buyer to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and terminate such subservicer without fee or penalty in the event that Servicer is replaced subject to the terms of the applicable sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyerservicing agreement.
(f) The payment of servicing fees Seller shall be subordinate cause Servicer to payment of amounts outstanding under any Transaction provide to Buyer, electronically, in a format mutually acceptable to Buyer and this AgreementSeller, by no later than the Reporting Date, the Servicing Report.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, servicing other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased AssetsAgreement. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 2 contracts
Sources: Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.), Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.)
Servicing. (a) Notwithstanding a. The Sellers, on the purchase and sale of Buyer’s behalf, shall contract with the Purchased Assets herebyServicer to, Selleror if a Seller is the Servicer, Servicer or a third party servicer approved by Buyer shall such Seller shall, service the Purchased Assets consistent with the degree of skill and care that are Eligible Loans (such Seller customarily requires with respect to similar Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge Assets owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of the Buyer in any Purchased Assets or any payment thereunder. The Buyer may terminate the exercise servicing of its reasonable business judgment and maintained any Purchased Asset with the then-existing servicer in accordance with Section 13(e) hereof.
b. The Sellers shall cause the Servicer to hold or cause to be held all escrow funds collected by other prudent mortgage or mezzanine lenders the Servicer with respect to mortgage and/or mezzanine loans similar to any Purchased Assets in trust accounts and shall apply the Serviced Assets, same for the purposes for which such funds were collected.
c. The Servicer shall deposit all collections received by the Servicer on the Purchased Assets in the Collection Account no later than two Business Days following receipt; provided, however, that any amounts required to be remitted to the obligations of Seller Buyer shall be deposited in the Collection Account on or prior to service any of the Serviced Assets shall cease, at day on which such remittance is to occur.
d. Upon the Buyer’s optionrequest, upon the earliest of Sellers shall provide promptly to the Buyer (i) an Event of Default, or (ii) a Servicer Notice addressed to and agreed to by the delivery by Buyer to Seller of at least five (5) days’ prior written notice Servicer of the decision by related Purchased Assets, advising such Servicer of such matters as the Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either casemay reasonably request, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectivelylimitation, recognition by the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies Servicer 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 Buyer’s interest in all servicing fees and rights relating to the such Purchased Assets and all Servicing Records to secure the obligation Servicer’s agreement that upon receipt of Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance notice of an Event of DefaultDefault from the Buyer, Buyer may, in its sole discretion, (i) sell its right to it will follow the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer instructions of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into and any related Income with respect thereto.
e. Upon the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller occurrence of an Event of Default under this Agreementhereunder or a Servicer Termination Event, each such servicer or sub-servicer the Buyer shall take no action under this Agreement with regard have the right to such immediately terminate the Servicer’s right to service the Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights Assets under the Servicing Agreement without payment of any penalty or termination fee. The Sellers and the Servicer shall cooperate in transferring the servicing of the Purchased Assets to a successor servicer appointed by the Buyer in its sole discretion.
f. If any Seller should discover that, for any reason whatsoever, the Sellers or any other entity responsible to the Sellers for managing or servicing agreement related any such Purchased Mortgage Loan has failed to perform in all material respects the Sellers’ obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Assets. As suchMortgage Loans, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to promptly notify the Purchased AssetBuyer.
Appears in 2 contracts
Sources: Master Repurchase Agreement, Master Repurchase Agreement (New Century Financial Corp)
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Buyer on a third party servicer approved by “servicing released” basis and Buyer shall service is the sole owner of all Servicing Rights so long as the Purchased Assets that are Eligible Loans (such Purchased Assetssubject to this Agreement. Notwithstanding the foregoing, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or 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 Serviced Assets 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 Agreement and this Article 27 and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall not take any action or effect any modification or amendment to any Purchased Asset, sell Significant Modification of any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Buyer’s option, upon the earliest 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 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) upon the occurrence of a default by the Servicer under the Servicing Agreement or Servicer Letter (as applicable) 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.
(d) Seller shall not, and shall not permit Servicer to, employ any sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the servicing agreement with such sub-servicer to Buyer.
(e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. With respect to any Servicing Agreement as to which Buyer is not a party, Seller shall cause Servicer (at the request of Buyer) and any sub-servicers engaged by Seller to execute a letter agreement with Buyer in a form acceptable to Buyer (a “Servicer Letter”) acknowledging Buyer’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Asset to the Waterfall Account in accordance with Article 5(e) or as otherwise directed by ▇▇▇▇▇ in accordance with the Servicer Letter.
(f) Seller agrees that Buyer ▇▇▇▇▇ is the owner of all servicing recordsrecords relating to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, 4866-0343-1908v.212 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to (or to cause Servicer to) safeguard such Servicing Records which are in Seller’s or Servicer’s possession, as applicable, and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) The payment of servicing fees under the Servicing Agreement shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights due to the servicing, other than Seller’s rights Buyer under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerTransaction Documents.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (BrightSpire Capital, Inc.)
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Purchaser on a third party servicer approved by Buyer shall service “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets that are Eligible Loans (such Purchased Assetssubject to this Agreement. Notwithstanding the foregoing, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service 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 Serviced Assets Purchased Assets, 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 Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possiblePurchaser. Notwithstanding the foregoing, neither Seller nor Servicer shall not take any action or effect any modification or amendment to any Purchased Asset, sell of any Purchased Asset (except which in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, each case is a Significant Modification without first having given prior notice thereof to Buyer Purchaser in each such instance and receiving the prior written consent of BuyerPurchaser. 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.
(b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 29(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. Seller agrees to cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the 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 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 Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the servicing agreements with such sub-servicer to Purchaser.
(e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. 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 Buyer Purchaser is the owner of all servicing recordsrecords related to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at BuyerPurchaser’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) The payment of servicing fees shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights due to the servicing, other than Seller’s rights Purchaser under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerTransaction Documents.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.)
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets herebyare sold to Buyer on a “servicing released” basis and Buyer is owner of all Servicing Rights, Sellerservicing records, Servicer including, but not limited to any and all servicing agreements (including, without limitation, the Loan Servicing Agreement or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior any other servicing and/or subservicing agreement relating to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Purchased Assets) (collectively, the “Servicing Agreements”) so long as the Purchased Assets are subject to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possiblethis Agreement. Notwithstanding the foregoing, neither each Seller nor Servicer shall be granted a revocable license (which license shall automatically terminate (i) on each Remittance Date unless Buyer provides written notice to Sellers that such license is extended to the next Remittance Date or (ii) upon the occurrence and continuance of an Event of Default) to cause each servicer or subservicer, as applicable (including, without limitation, Servicer) to service or subservice, as applicable, the Purchased Assets, and Sellers shall, at Sellers’ sole cost and expense, cause such servicer or subservicer (including, without limitation, Servicer) to service or subservice, as applicable, the Purchased Assets in accordance with the Servicing Agreements and this Section 28 and for the benefit of Buyer. Notwithstanding the foregoing, Sellers shall not take any action or effect any modification or amendment to any Purchased Asset, sell Material Modification of any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) The obligation of Servicer to service or subservice any of the Purchased Assets shall cease, at Buyer’s option, upon the earliest of (i) Buyer’s termination of such servicer in accordance with Section 28(c), (ii) Buyer not extending Sellers’ revocable license in accordance with Section 28(a), or (iii) the transfer of servicing to any other servicer and the assumption of such servicing by such other servicer. Each Seller agrees to cooperate with Buyer in connection with any termination of Servicer. Upon any termination of such servicer, if no Event of Default shall have occurred and be continuing, each Seller shall at its sole cost and expense transfer the servicing of the effected Purchased Assets to another servicer acceptable to Buyer as expeditiously as possible.
(c) Buyer has the right to designate each servicer of the Purchased Assets; the Servicing Rights and other servicing provisions under this Agreement are not severable from or to be separated from the Purchased Assets under this Agreement; and, such Servicing Rights and other servicing provisions of this Agreement constitute (i) “related terms” under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (ii) a security agreement or other arrangement or other credit enhancement related to the Transaction Documents. Subject to the immediately following sentence, Buyer may, in its sole discretion, terminate Servicer or any other servicer or sub-servicer with respect to any Purchased Asset, without payment of any penalty or termination fee, and appoint a replacement Servicer or other servicer in Buyer’s sole discretion. Notwithstanding the preceding sentence, if a default by Servicer under the Servicing Agreement or Servicer Notice occurs (and no Event of Default has occurred and is continuing), Buyer shall not exercise its right to terminate Servicer so long as Sellers (x) remove -101- (SAN/Fortress) such Servicer and identify a replacement servicer acceptable to Buyer, in its sole and absolute discretion within five (5) Business Days of such default and (y) enter into a Servicing Agreement and, if applicable, a Servicer Notice with such replacement servicer acceptable to Buyer within forty-five (45) calendar days of such default.
(d) Each Seller shall not, and shall not permit Servicer to, employ any other servicer or sub-servicers to service the Purchased Assets (other than any third party vendor employed by the Servicer to perform certain non-cashiering responsibilities, including, without limitation, inspections, in accordance with the terms of the Servicing Agreement) without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Sellers shall irrevocably assign all rights, title and interest (if any) in the servicing agreements with such sub-servicer to Buyer; provided that Servicer may delegate certain administrative functions to third parties without Buyer’s consent provided that such servicer shall at all times remain liable for such functions.
(e) Sellers shall cause Servicer, pursuant to the Servicing Agreement, and any other servicer or sub-servicer, pursuant to such other applicable servicing agreement, as the case may be, to service the Purchased Assets, in each case in accordance with Accepted Servicing Practices. Sellers shall cause Servicer (at the request of Buyer) and any other servicer or sub-servicer engaged by Sellers to execute a Servicer Notice acknowledging Buyer’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Asset to the Collection Account in accordance with Section 5 hereof or as otherwise directed by Buyer in accordance with the Servicer Notice.
(f) Each Seller agrees that Buyer is the owner of all servicing recordsrecords relating to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Loan Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Each Seller covenants to (or use commercially reasonable efforts to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) The payment of servicing fees shall be solely the responsibility of Sellers and shall be subordinate to payment of amounts outstanding and due to Buyer under any the Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, Documents other than Seller’s rights in respect of servicing fees related to any Purchased Asset for which Buyer has exercised its remedies under Section 14(b), if Buyer elects not to terminate the applicable Servicing Agreement, in which case Buyer shall assume the obligations of the owner under the applicable Servicing Agreement which first occur or any other servicing agreement related to arise after the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to date Buyer on a “servicing released” basis with such servicing retained by the Servicerexercises its remedies under Section 14(b).
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Fortress Credit Realty Income Trust)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets Mortgage Loans hereby, SellerSeller shall continue to service or cause to be serviced, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Purchased Mortgage Loan prior to the related Repurchase Date pursuant to Article 7Section 8, for the benefit of Buyer’s 's assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations of Seller to service any of or cause to be serviced the Serviced Assets Purchased Mortgage Loans shall cease, at Buyer’s Seller's option, upon the earliest of (i) an Event of Default, or (ii) the delivery payment by Seller to Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by BuyerRepurchase Price therefor. In either case, Seller shall take all actions necessary service or cause to effectuate be serviced the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except Mortgage Loans in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff servicing standards maintained by other prudent mortgage lenders with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving mortgage loans similar to the prior written consent of BuyerPurchased Mortgage Loans.
(b) With respect to Purchased Mortgage Loans for which the Seller owns servicing rights, Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 Mortgage Loans (the “"Servicing Records”) so long as the Purchased Assets are subject to this Agreement"). Seller grants Buyer a security interest in all servicing fees and rights relating to the such Purchased Assets Mortgage Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s 's request.
(c) Upon With respect to Purchased Mortgage Loans for which the Seller owns servicing rights, 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 Mortgage Loans on a servicing released basis or (ii) terminate Seller, Servicer or any sub-the Seller as servicer of the Purchased Assets Mortgage Loans with or without cause, in each case without payment of any termination fee.
(d) With respect to Purchased Mortgage Loans for which the Seller owns servicing rights, Seller shall not employ sub-servicers to service the Purchased Assets Mortgage Loans without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and any sub-servicers engaged by Seller to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s 's security interest and agreeing that, upon notice from Buyer (or the Custodian on its behalf) that each servicer and/or sub-servicer an Event of Default has occurred and in continuing hereunder, it shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans in the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller account specified in the third sentence of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by BuyerSection 5(a).
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (American Residential Investment Trust Inc)
Servicing. (a) Notwithstanding the purchase and sale Seller agrees that Purchaser is owner of all Servicing Rights so long as the Purchased Assets herebyare subject to this Agreement. Notwithstanding the foregoing, Seller, Servicer or a third party servicer approved by Buyer Seller shall service cause the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior be serviced by a Servicer pursuant to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets Interim Servicing Agreement at Seller’s sole cost and for the benefit of Buyer Purchaser in accordance with Accepted Servicing Practices approved by Buyer Purchaser in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans assets similar to the Serviced Purchased Assets, provided, however, that the obligations of Servicer (or Seller to cause Servicer) to service any of the Serviced Purchased Assets shall cease, at BuyerPurchaser’s option, upon the earliest occurrence and during the continuation of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either such case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor such Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer Purchaser in each such instance and receiving the prior written consent of BuyerPurchaser.
(b) Seller agrees that Buyer Purchaser is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at BuyerPurchaser’s request.
(c) Upon the occurrence and during During the continuance of an Event of Default, Buyer Purchaser may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(ge) For the avoidance of doubt, Seller retains no does not retain economic or other beneficial rights to the servicingServicing Rights, other than Seller’s rights under the Interim Servicing Agreement or any other servicing agreement related to the Purchased AssetsAgreement. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer Purchaser on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard basis, subject to the Purchased Assetterms of this Agreement.
Appears in 1 contract
Servicing. To the extent it has control over the servicing of the Purchased Assets and/or the Underlying Assets, Seller agrees as follows:
(a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer Seller shall service continue to cause the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) and the Underlying Assets to be serviced for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Purchased Assets prior to the Repurchase Date pursuant to Article Section 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer the servicer to service the Serviced Purchased Assets at Seller’s sole cost and for the benefit of Buyer Underlying Assets in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans assets similar to the Serviced Purchased Assets and the Underlying Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets and the Underlying Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights of Seller relating to the Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Seller shall provide to Buyer on a monthly basis, or more frequently at the request of Buyer, any and all information that is pertinent or related to the assessment and valuation of Underlying Assets that are included in Purchased Assets, as or when received or available from Seller. Such information includes, but is not limited to, property operating statements, rent rolls, financial statements and other financial reports for each Purchased Asset, as well as any other information or events affecting the interests in or valuation of the Purchased Assets.
(d) 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 and the related Underlying Assets on a servicing released basis or (ii) terminate Seller, Servicer Seller or any sub-servicer of the Purchased Assets and the related Underlying Assets with or without cause, in each case without payment of any termination fee.
(de) Seller shall not employ sub-servicers to service the Purchased Assets and the related Underlying Assets without the prior written approval of BuyerBuyer which approval shall not be unreasonably withheld. If the Purchased Assets and the related Underlying Assets are serviced by a sub-servicer, Seller shall, shall irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets and the related Underlying Assets to Buyer.
(ef) Seller shall cause all servicers (other than Servicer) and any sub-servicers engaged by Seller to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer it shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into in the Depository Collection Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) The To the extent permitted under the servicing agreement the payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) The servicer and Seller shall provide prior may not enter into any modification or extension agreement without the written notice to Buyer consent or approval of any proposed servicing-related decision with regard to the Purchased AssetBuyer.
Appears in 1 contract
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets Mortgage Loans hereby, Seller, Servicer or a third party servicer approved by Buyer Seller shall continue to service the Purchased Assets that are Eligible Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Purchased Mortgage Loan prior to the related Repurchase Date pursuant to Article 7Section 8, for the benefit of Buyer’s 's assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations of Seller to service any of the Serviced Assets Purchased Mortgage Loans shall cease, at Buyer’s Seller's option, upon the earliest of (i) an Event of Default, or (ii) the delivery payment by Seller to Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by BuyerRepurchase Price therefor. In either case, Seller shall take all actions necessary to effectuate service the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except Mortgage Loans in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff servicing standards maintained by other prudent mortgage lenders with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving mortgage loans similar to the prior written consent of BuyerPurchased Mortgage Loans.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 Mortgage Loans (the “"Servicing Records”) so long as the Purchased Assets are subject to this Agreement"). Seller grants Buyer a ----------------- security interest in all servicing fees and rights relating to the Purchased Assets Mortgage Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s 's request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Mortgage Loans on a servicing released basis or (ii) terminate Seller, Servicer or any sub-the Seller as servicer of the Purchased Assets Mortgage Loans with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets Mortgage Loans without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyerwhich approval shall not be unreasonably withheld.
(e) Seller shall cause all servicers (other than Servicer) and any sub-servicers engaged by Seller to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s 's security interest and agreeing that, upon notice from Buyer (or the Custodian on its behalf) that each servicer and/or sub-servicer an Event of Default has occurred and in continuing hereunder, it shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans in the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller account specified in the third sentence of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by BuyerSection 5(a).
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (United Panam Financial Corp)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets herebyLoans by Seller to Buyer hereunder, SellerMidland Loan Services, Servicer or a third party servicer approved by Inc. or, with the consent of Buyer (which consent shall not unreasonably be withheld), an Affiliate of Seller (“Servicer”) shall continue to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) at Seller’s sole cost and for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Purchased Loans prior to the Repurchase Date pursuant to Article 7Section 8 or 17 of this Annex I, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations of Seller to service any of the Serviced Assets Purchased Loans shall cease, at Buyer’s option, cease automatically upon the earliest of (i) an a Seller Event of Default, or (ii) the delivery date on which the aggregate Repurchase Price for the Purchased Loans together, without duplication, with all accrued and unpaid Price Differential, unpaid Costs and other amounts payable by Seller to Buyer to hereunder have been paid in full or (iii) the transfer of servicing approved by Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by and Buyer, which Buyer’s consent shall not be unreasonably withheld. In either case, Seller shall take all actions necessary service and shall cause the Servicer to effectuate service the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except Loans in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerAccepted Servicing Practices.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (the “Servicing Records”) so long as the Purchased Assets Loans are subject to this the Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an a Seller Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Loans on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets Loans with or without cause, in each case without payment of any termination feefee 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 Buyer; provided, however, that Buyer shall cause any successor servicer to deliver to Seller reports generated for Buyer relating to the Purchased Loans.
(d) Seller shall not, and shall not permit Servicer to, employ sub-servicers to service the Purchased Assets Loans without the prior written approval of Buyer, which approval shall not be unreasonably withheld. If the Purchased Assets Loans are serviced by a sub-servicer, Seller shall, shall irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets with such sub-servicer to Buyer.
(e) Seller shall cause all servicers (other than Servicer) Servicer and any sub-servicers engaged by Seller to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s security interest in the Purchased Loans and the Servicing Agreements and agreeing that each servicer and/or such sub-servicer shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into Loans in the Depository Blocked Account, and so long all in such manner as a Purchased Asset is subject shall be reasonably acceptable to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment In the event Seller or its Affiliate is servicing any Purchased Loan, Seller shall permit Buyer to inspect Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of servicing fees shall be subordinate satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to payment of amounts outstanding under any Transaction and this service such Purchased Loan as provided in the Agreement.
(g) For Seller shall cause the avoidance Servicer to provide a copy of doubt, each report and notice sent to Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold be sent to Buyer on a “servicing released” basis with such servicing retained by the Servicerconcurrently therewith.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Servicing. (a) Notwithstanding Each servicer of any Purchased Asset (including the purchase and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer Primary Servicer) shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall exercise its rights to pledge or hypothecate the Serviced Assets prior be subject to the Repurchase Date pursuant to Article 7, for the benefit prior written approval of Buyer’s assigns. Seller shall service or cause Servicer each such servicer (including the Primary Servicer) to service the Serviced Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(d), Article 10(c) and Article 10(f) no servicer (including the exercise Primary Servicer) of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Purchased Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment with respect to any Purchased AssetAsset described in Article 7(d), sell any Purchased Asset (except in accordance with the terms Article 10(c) and conditions of Article 3(e10(f) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof other than pursuant to Buyer in each such instance and receiving the prior written consent of Buyera Revocable Option.
(b) Seller agrees that Buyer is the owner of all servicing records, including including, but not limited to to, any and all servicing agreements and pooling and servicing agreements (including, without limitation limitation, the Primary Servicing Agreement or any “Interim Servicing Agreement” with Servicerother servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisalsvaluations, 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or and/or (ii) terminate SellerSeller (as the servicer), Primary Servicer or any other servicer or sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements servicing agreements in the Purchased Assets to Buyer.
(e) . Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice direct agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into in accordance with the Depository Account, applicable Servicing Agreement and so long as a any Purchased Asset is subject to a Transactionowned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fe) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(gf) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(hg) Seller shall cause each servicer of a Purchased Asset to provide prior written notice to Buyer of via electronic transmission, promptly upon request by Buyer a Servicing Tape, for the month (or any proposed servicing-related decision with regard portion thereof) prior to the date of Buyer’s request, provided, however, that if the Mortgagor of the Underlying Mortgaged Property for such Purchased AssetAsset is not obligated to provide Seller with the information to be contained in such Servicing Tape more frequently than on a quarterly basis, then Seller shall only cause each such servicer to provide to Buyer such Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.
Appears in 1 contract
Servicing. (a) Notwithstanding As a condition of purchasing a Mortgage Loan, Buyer may require the purchase relevant 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 the following terms and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Loans conditions:
(such Purchased Assets, “Serviced Assets”b) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Such Seller shall service or cause Servicer to service and administer the Serviced Assets at Seller’s sole cost and for the benefit Mortgage Loan on behalf of Buyer in accordance with Accepted Servicing Practices approved Practices, and in accordance with all applicable requirements of the Agencies, Requirements of Law, the provisions of any applicable servicing agreement, and the requirements of any applicable Takeout Commitment and the Takeout Investor, so that the eligibility of the Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by Buyer in the exercise such servicing and administration.
(c) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than by a Seller or any of its reasonable business judgment and maintained by other prudent mortgage Affiliates (a “Subservicer”), or mezzanine lenders with respect if the servicing of any such Mortgage Loan is to mortgage and/or mezzanine loans similar be transferred to the Serviced Assetsa Subservicer, provided, however, that the obligations of Seller to service any Sellers shall provide a copy of the Serviced Assets related servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer prior to such Purchase Date or servicing transfer date, as applicable. Each such Servicing Agreement shall ceasebe in form and substance acceptable to Buyer. In addition, at such Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Purchased Mortgage Loans, which consent may be withheld in Buyer’s optionsole discretion. In no event shall a Seller’s use of a Subservicer relieve such Sellers of its obligations hereunder, and such Seller shall remain liable under this Agreement as if Seller was servicing such Mortgage Loans directly.
(d) Each Seller shall deliver the physical and contractual master servicing of each Purchased Mortgage Loan, together with all of the related Records in its possession, to Buyer’s designee upon the earliest of (iw) the occurrence of an Event of DefaultDefault hereunder, (x) the termination of Sellers as servicer by Buyer pursuant to this Agreement, (y) the expiration (and non-renewal) of the Servicing Term, or (iiz) the delivery transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Buyer shall have the right to terminate each Seller as master servicer of at least five (5) days’ prior written notice any of the decision Purchased Mortgage Loans, which right shall be exercisable at any time in Buyer’s sole discretion, upon written notice. In addition, each Seller shall deliver the physical and contractual master servicing of each Purchased Mortgage Loan sold by such Seller to Buyer to transfer the servicing rights of any or hereunder, together with all of the Serviced Assets related Records in its possession to either Servicer or another third party servicer selected by Buyer. In either case’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 the relevant Seller shall take all actions necessary have no further obligation to effectuate service such Mortgage Loan as agent for Buyer, upon receipt by Buyer of the underlying Repurchase Price therefor. Each Seller’s transfer of the Records and the physical and contractual servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer under this Section shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except be in accordance with customary standards in the terms industry and conditions such transfer shall include the transfer of Article 3(e) hereof) the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer“negative escrows”).
(be) During the period each Seller is servicing Mortgage Loans as agent for Buyer, each Seller agrees that Buyer is the owner of the related Credit Files and Records and Sellers shall at all servicing records, times maintain and safeguard and cause the Subservicer to maintain and safeguard the Credit File for the Mortgage Loan (including but not limited photocopies or images of the documents delivered to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”Buyer), files, documents, records, data bases, computer tapes, copies and accurate and complete records 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 its servicing of Purchased Assets (the “Mortgage Loan; each Seller’s possession of the Credit Files and Servicing Records”) so long as Records being for the Purchased Assets are subject to this Agreementsole purpose of master servicing such Mortgage Loans and such retention and possession by the relevant Seller being in a custodial capacity only. Each Seller hereby grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets and all Servicing Records to secure the obligation obligations of Seller or its designee Sellers and Subservicer to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such related Servicing Records and to deliver them promptly to Buyer or its designee Agreement.
(including the Custodianf) at At Buyer’s request, each Seller shall promptly deliver to Buyer reports regarding the status of any Mortgage Loan being serviced by such 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 Mortgage Loan, Buyer’s title to such Mortgage Loan or the collateral securing such Mortgage Loan; Sellers may be required to deliver such reports until the repurchase of the Mortgage Loan by the relevant Seller. Each Seller shall immediately notify Buyer if it becomes aware of any payment default that occurs under any Purchased Mortgage Loan or any default under any Servicing Agreement that would materially and adversely affect any Purchased Mortgage Loan subject thereto.
(cg) Upon Each Seller shall release the custody of the contents of any Credit File or Mortgage File in its custody only (i) in accordance with the written instructions of Buyer, (ii) upon the consent of Buyer when such release is required as incidental to such 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 appoint a successor servicer at any time to service any Mortgage Loan (each a “Successor Servicer”) in its sole discretion. If Buyer elects to make such an appointment due to the occurrence and during the continuance continuation of an Event of Default, Sellers shall be assessed all costs and expenses incurred by Buyer may, in its sole discretion, (i) sell its right associated with transferring the Mortgage Loans to the Purchased Assets on a servicing released basis or (ii) terminate Successor Servicer. In the event of such an appointment, each Seller shall perform all acts and take all action so that any part of the Credit File and related Records held by such 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. Sellers 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 any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination feeeliminated.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(gi) For the avoidance of doubt, Seller retains Sellers retain no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to of the Purchased AssetsMortgage Loans provided that Sellers shall continue to service the Purchased Mortgage Loans hereunder as part of the Obligations hereunder. As such, each Seller expressly acknowledges that the Purchased Assets Mortgage Loans are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicerbasis.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Impac Mortgage Holdings Inc)
Servicing. (a) Notwithstanding Each servicer of any Purchased Asset (including, without limitation, the purchase Repo Servicer and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer Primary Servicer) shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyerand ▇▇▇▇▇’s successors and assigns. Seller shall service or cause each such servicer (including, without limitation, the Repo Servicer and the Primary Servicer) to service the Serviced Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(d), no servicer (including, without limitation, the exercise Repo Servicer and the Primary Servicer) of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Purchased Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment with respect to any Purchased Asset, sell any Purchased Asset (except described in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer7(d).
(b) Seller agrees that Buyer is the owner of all Servicing Rights, servicing records, including including, but not limited to to, any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim limitation, the Primary Servicing Agreement” with Servicer, the Repo Servicing Agreement or any other servicing and/or subservicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing and/or subservicing 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or and/or (ii) terminate SellerPrimary Servicer, Repo Servicer or any other servicer or sub-servicer of the Purchased Assets (including, without limitation, Seller, in its capacity as servicer of the Purchased Assets), with or without cause, in each case without payment of any termination fee. For the avoidance of doubt, ▇▇▇▇▇ appoints Primary Servicer as the loan servicer, so long as no Event of Default has occurred and is continuing and for so long as Primary Servicer maintains compliance with all applicable terms and conditions of the Primary Servicing Agreement.
(d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement or Repo Servicer pursuant to the Repo Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by a sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements servicing agreements in the Purchased Assets to Buyer.
(e) . Seller shall cause all servicers (other than the Repo Servicer (including, without limitation, the Primary Servicer) and sub-servicers engaged by Seller to execute a the Servicer Notice with Buyer acknowledging Buyer’s ownership of the Purchased Assets and Servicing Rights and Buyer’s security interest and agreeing that each servicer and/or sub-sub servicer shall immediately transfer all Income and other amounts with respect to the Purchased Assets to Buyer in accordance with this Agreement, the Servicing Agreement and the Servicer for deposit into the Depository AccountNotice, as applicable, and so long as a any Purchased Asset is subject to a Transactionowned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including the Repo Servicer and Primary Servicer) or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer. Seller shall cause each Servicing Agreement (including the Repo Servicing Agreement) to be consistent with the terms of this Agreement and each Servicer (including the Repo Servicer) to comply with such terms.
(fe) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(gf) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to of the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerBuyer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (BrightSpire Capital, Inc.)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer Purchaser shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) pursuant to the Interim Servicing Agreement (or any other Servicing Agreement approved by Purchaser) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assignsPurchaser. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer Purchaser in accordance with the Interim Servicing Agreement and Accepted Servicing Practices approved by Buyer Purchaser in the exercise of its reasonable sole and absolute business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at BuyerPurchaser’s optionoption in its sole and absolute discretion, upon the earliest of (i) the occurrence and continuance of an Event of Default, or (ii) with respect to any Purchased Asset, the delivery by Buyer Purchaser to Seller of at least five ten (510) days’ prior written notice of the decision by Buyer Purchaser to transfer the servicing rights of such Purchased Asset to either Purchaser or another third party servicer selected by Purchaser upon the occurrence and continuance of any event of default (however defined) under the related Purchased Asset Documents (other than the events of default existing as of the A&R Closing Date (as identified on Exhibit X hereto) with respect to each Purchased Asset and which remain uncured after the A&R Closing Date) for such Purchased Asset (provided, that Seller shall have the right, during such ten (10) day period after written notice, to repurchase such Purchased Asset in accordance with Article 3(e) hereof or (iii) the delivery by Purchaser to Seller of at least ten (10) days’ prior written notice of the decision by Purchaser to transfer the servicing rights of any or all of the Serviced Assets to either Servicer Purchaser or another third party servicer selected by BuyerPurchaser upon the occurrence of a “Servicing Termination Event” (as defined in the applicable Servicing Agreement). In either each case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer Purchaser is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “the Interim Servicing Agreement” Agreement with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer Purchaser a security interest in all servicing fees and 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 Article 26 27 and any other obligation of Seller to BuyerPurchaser. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at BuyerPurchaser’s request. For the avoidance of doubt, Seller does not retain economic or other beneficial rights to the Servicing Rights, other than Seller’s rights under the Servicing Agreement. As such, Seller expressly acknowledges that the Purchased Assets are sold to Purchaser on a “servicing released” basis.
(c) Upon the occurrence and during During the continuance of an Event of Default, Buyer Purchaser may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis to any Person (including a Prohibited Transferee) or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Neither Seller nor Servicer shall not employ sub-servicers to service the Purchased Assets without the prior written approval of BuyerPurchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to BuyerPurchaser.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be the sole and exclusive responsibility of Seller and such fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (NewStar Financial, Inc.)
Servicing. (a) Notwithstanding 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 purchase “Servicing Term”), which is automatically renewable on the following terms and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Loans conditions:
(such Purchased Assets, “Serviced Assets”b) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service and administer the Serviced Assets at Seller’s sole cost and for the benefit Purchased Mortgage Loans on behalf of Buyer in accordance with Accepted Servicing Practices approved Practices, and in accordance with all applicable requirements of the Agencies, Requirements of Law, the provisions of any applicable servicing agreement, and the requirements of any applicable Takeout Commitment and the Takeout Investor, so that the eligibility of the Purchased Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by such servicing and administration.
(c) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller or any of its Affiliates (a “Subservicer”), or if the servicing of any such Mortgage Loan is to be transferred to a Subservicer, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Purchased Mortgage Loans, which consent may be withheld in Buyer’s sole discretion. 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, Buyer expressly agrees that it approves and accepts all Servicer Notices and all Subservicers identified in the exercise Pricing Letter. In no event shall Seller’s use of a Subservicer relieve Seller of its reasonable business judgment obligations hereunder, and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly.
(d) Upon the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest later of (i) an Event of DefaultDefault that is continuing, or (ii) the delivery Buyer’s election to terminate Seller as servicer by Buyer pursuant to Seller this Agreement, and (iii) the transfer of at least five (5) days’ prior written notice of the decision servicing to any Agency approved entity approved by Buyer to transfer and the assumption thereof by such entity, Seller shall deliver the physical and contractual master servicing rights of any or each Purchased Mortgage Loan, together with all of the Serviced Assets related Records in its possession, to either Servicer or another third party servicer selected by Buyer’s designee. In either case, Seller Seller’s transfer of the Records and the physical and contractual servicing under this Section shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except be in accordance with customary standards in the terms industry and conditions such transfer shall include the transfer of Article 3(e) hereof) the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer“negative escrows”).
(be) 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 servicing records, times maintain and safeguard and cause any Subservicer to maintain and safeguard the Credit File for such Mortgage Loan (including but not limited photocopies or images of the documents delivered to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”Buyer), files, documents, records, data bases, computer tapes, copies and accurate and complete records 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 its servicing of Purchased Assets (such Mortgage Loan; Seller’s possession of the “Credit Files and Servicing Records”) so long as Records being for the Purchased Assets are subject to this Agreementsole 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 and rights relating related to the Purchased Assets and all Servicing Records Mortgage Loans to secure the obligation obligations of Seller or its designee and any Subservicer to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such related Servicing Records and to deliver them promptly to Buyer or its designee Agreement until repurchase by Seller.
(including the Custodianf) at 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 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.
(cg) Upon Seller shall release its custody of the occurrence 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, (iii) is required to complete the Takeout Commitment or comply with the Takeout Commitment requirements, or (iv) as required by Requirements of Law.
(h) In the Event of Default and during if such Default is not cured within the continuance of time period specified, Buyer reserves the right to appoint an Agency approved 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 an Event of Default, Seller shall be assessed all costs and expenses incurred by Buyer mayassociated with transferring 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 Income and other receipts relating to such Purchased Mortgage Loan, are promptly delivered to the Successor Servicer, and shall otherwise reasonably cooperate with Buyer in its sole discretioneffectuating such transfer. Seller shall have no claim for lost servicing income, lost profits or other damages if Buyer appoints a Successor Servicer hereunder.
(i) sell its right From the Purchase Date to the Purchased Assets on a servicing released basis or (ii) terminate SellerRepurchase Date, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to of the Purchased AssetsMortgage Loans provided that Seller shall continue to service the Purchased Mortgage Loans hereunder as part of its Obligations hereunder subject to retaining all related servicing income as compensation for its servicing obligations. As such, Seller expressly acknowledges that the Purchased Assets Mortgage Loans are sold to Buyer on a “servicing released” basis with basis. Upon Seller’s repurchase of any Purchased Mortgage Loan pursuant hereto, Buyer’s transfer of such servicing retained by the Servicer.
(h) Mortgage Loan back to Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Assetlikewise be on a “servicing released” basis.
Appears in 1 contract
Sources: Master Repurchase Agreement (Caliber Home Loans, Inc.)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets Loans hereby, Seller, Servicer Seller or a Sponsor or any other third party servicer approved by Buyer shall continue to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Purchased Loans prior to the Repurchase Date pursuant to Article 7Section 8, for the benefit of Buyer’s assigns; provided, however, that the obligations of Seller or Sponsor to service any of the Purchased Loans shall cease, upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall service or cause Servicer the servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer Purchased Loans in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyerjudgment.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (the “Servicing Records”) so long as the Purchased Assets Loans are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Loans on a servicing released basis or (iiii)terminate the Seller (in its capacity as servicer) terminate Seller, Servicer or any sub-servicer of the Purchased Assets Loans with or without cause, in each case without payment of any termination fee.. Repurchase Agreement $400MM Facility
(d) Seller shall not employ sub-servicers (other than the Sponsor) to service the Purchased Assets Loans without the prior written approval of Buyer. If the Purchased Assets Loans are serviced by a sub-servicer, Seller shall, shall irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets Loans to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and any sub-servicers engaged by Seller to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer it shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into Loans in the Depository Cash Management Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (CBRE Realty Finance Inc)
Servicing. (a) Notwithstanding The parties hereto agree and acknowledge that the purchase Purchased Assets will be sold by Seller to Administrative Agent, on behalf of Buyers, on a servicing released basis. In furtherance of the foregoing, Seller and sale Administrative Agent, on behalf of ▇▇▇▇▇▇, hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Administrative Agent, on behalf of Buyers, shall govern the servicing of the Purchased Assets herebyand any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that Administrative Agent shall have received a duly executed Servicer Acknowledgment from Servicer, Sellerprior to an Event of Default, Servicer or a third party servicer approved by Buyer shall Seller may retain Servicer, on behalf of Administrative Agent, to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer andor on behalf of Administrative Agent, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, Buyers; provided, however, that the obligations obligation of Seller Servicer to service any Purchased Asset for the benefit of the Serviced Assets or on behalf of Administrative Agent, on behalf of Buyers, as aforesaid shall cease, at Buyer’s option, cease upon the earliest repurchase of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any such Purchased Asset (except by Seller in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicer Acknowledgment.
(b) Seller agrees that Buyer that, as between Seller and Administrative Agent, on behalf of ▇▇▇▇▇▇, Administrative Agent, on behalf of ▇▇▇▇▇▇, is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer Administrative Agent, on behalf of Buyers, or its designee (including the Custodian) at BuyerAdministrative Agent’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) 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. If the Purchased Assets are serviced by a Administrative Agent, on behalf of Buyers, which approval shall be in Administrative Agent’s, sole discretion.
(d) Seller shall cause Servicer and any other sub-servicerservicers engaged on behalf of Administrative Agent to execute a Servicing Agreement with Seller and Administrative Agent, Seller shallon behalf of Buyers, irrevocably assign all rightsor a Servicer Acknowledgment acknowledging Administrative Agent’s, title and on behalf of Buyers, interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest the Servicing Agreement and agreeing that each servicer and/or Servicer and any sub-servicer (if applicable) shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into in the Depository Blocked Account, and so long all in such manner as a shall be reasonably acceptable to Administrative Agent.
(e) To the extent applicable, Seller shall cause Servicer to permit Administrative Agent, on behalf of Buyers, to inspect Servicer’s servicing facilities for the purpose of satisfying such party that Servicer has the ability to service such Purchased Asset is subject as provided in this Agreement.
(f) Administrative Agent, on behalf of Buyers, may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to a Transaction, following notice from Buyer to Seller Servicer. Upon the occurrence of an Event of Default under this Agreementhereunder, each such servicer or sub-servicer Administrative Agent, on behalf of ▇▇▇▇▇▇, shall take no action under this Agreement with regard have the right immediately to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate terminate Servicer’s right to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that service the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer without payment of any proposed servicing-related decision with regard to the Purchased Assetpenalty or termination fee.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract Agreement (Fortress Credit Realty Income Trust)
Servicing. (a) Notwithstanding The parties hereto agree and acknowledge that the purchase Purchased Assets will be sold by Seller to Buyer on a servicing released basis. In furtherance of the foregoing, Seller and sale 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 herebyand 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, Sellerprior to an Event of Default, Seller may retain, on behalf of Buyer, Servicer or a third party servicer approved by Buyer shall to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations obligation of Seller Servicer to service any Purchased Asset for the benefit of the Serviced Assets or on behalf of Buyer as aforesaid shall cease, at Buyer’s option, cease upon the earliest repurchase of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any such Purchased Asset (except by Seller in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicer Acknowledgement.
(b) Seller agrees that that, as between Seller and Buyer, Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) 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. If the Purchased Assets are serviced by a ’s sole discretion.
(d) Seller shall cause Servicer and any other sub-servicer, Seller shall, irrevocably assign all rights, title and servicers engaged on behalf of Buyer to execute a Servicer Acknowledgement acknowledging Buyer’s interest (if any) in the Servicing Agreements in the Purchased Assets and the Servicing Agreement and agreeing that Servicer and any sub-servicer (if applicable) shall deposit all Income with [NEWYORK 3032673_23] respect to the Purchased Assets in the Controlled Account, all in such manner as shall be reasonably acceptable to Buyer.
(e) To the extent applicable, Seller shall cause all servicers the Servicing Agreement or the Servicing Acknowledgment to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided in this Agreement.
(other than Servicerf) Buyer may, in its sole discretion if an Event of Default shall have occurred and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer for deposit into Servicer. Upon the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller occurrence of an Event of Default under this Agreementhereunder, each such servicer or sub-servicer Buyer shall take no action under this Agreement with regard have the right immediately to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate terminate Servicer’s right to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that service the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer without payment of any proposed servicing-related decision with regard to the Purchased Assetpenalty or termination fee.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract Agreement (NorthStar Real Estate Income II, Inc.)
Servicing. (a) Notwithstanding a. Sellers, on Buyer's behalf, shall contract with Servicer to, or if a Seller is the purchase and sale of the Purchased Assets herebyServicer, Sellersuch Seller shall, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets Mortgage Loans consistent with the degree of skill and care that are Eligible Sellers customarily requires with respect to similar Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the exercise servicing of its reasonable business judgment and maintained any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof.
▇. ▇▇▇▇▇▇▇ shall cause the Servicer to hold or cause to be held all escrow funds collected by other prudent mortgage or mezzanine lenders Servicer with respect to mortgage and/or mezzanine loans similar any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected.
▇. ▇▇▇▇▇▇▇ shall cause the Servicer to deposit all collections received by Servicer on the Serviced Assets, 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 obligations of Seller Collection Account on or prior to service any of the Serviced Assets day on which such remittance is to occur.
d. Upon Buyer's request, Sellers shall cease, at Buyer’s option, upon the earliest of provide promptly to Buyer (i) an Event of Default, or (ii) a Servicer Notice addressed to and agreed to by the delivery by Buyer to Seller of at least five (5) days’ prior written notice Servicer of the decision by related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either casemay reasonably request, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectivelylimitation, recognition by the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies Servicer 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 Buyer's interest in all servicing fees such Purchased Mortgage Loans and rights relating to the Purchased Assets and all Servicing Records to secure the obligation Servicer's agreement that upon receipt of Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance notice of an Event of DefaultDefault from Buyer, it will follow the instructions of Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans and any related Income with respect thereto.
e. Upon the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller occurrence of an Event of Default under this Agreement, each such servicer hereunder or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights a material default under the Servicing Agreement Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans without payment of any penalty or termination fee. Sellers and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion.
f. If Sellers should discover that, for any reason whatsoever, Sellers or any other entity responsible to Sellers for managing or servicing agreement related any such Purchased Mortgage Loan has failed to perform fully Sellers' obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Assets. As suchMortgage Loans, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerSellers shall promptly notify Buyer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (New York Mortgage Trust Inc)
Servicing. (a) Notwithstanding Each servicer of any Purchased Asset (including the purchase and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer Primary Servicer) shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer and B▇▇▇▇’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall exercise its rights to pledge or hypothecate the Serviced Assets prior be subject to the Repurchase Date pursuant to Article 7, for the benefit prior written approval of Buyer’s assigns. Seller shall service or cause Servicer each such servicer (including the Primary Servicer) to service the Serviced Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(d), Article 10(c) and Article 10(f) no servicer (including the exercise Primary Servicer) of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Purchased Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment with respect to any Purchased AssetAsset described in Article 7(d), sell any Purchased Asset (except in accordance with the terms Article 10(c) and conditions of Article 3(e10(f) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof other than pursuant to Buyer in each such instance and receiving the prior written consent of Buyera Revocable Option.
(b) Seller agrees that Buyer is the owner of all servicing records, including including, but not limited to to, any and all servicing agreements and pooling and servicing agreements (including, without limitation limitation, the Primary Servicing Agreement or any “Interim Servicing Agreement” with Servicerother servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisalsvaluations, 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or and/or (ii) terminate SellerSeller (as the servicer), Primary Servicer or any other servicer or sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements servicing agreements in the Purchased Assets to Buyer.
(e) . Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice direct agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into in accordance with the Depository Account, applicable Servicing Agreement and so long as a any Purchased Asset is subject to a Transactionowned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by BuyerB▇▇▇▇.
(fe) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(gf) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(hg) Seller shall cause each servicer of a Purchased Asset to provide prior written notice to Buyer of via electronic transmission, promptly upon request by Buyer a Servicing Tape, for the month (or any proposed servicing-related decision with regard portion thereof) prior to the date of Buyer’s request, provided, however, that if the Mortgagor of the Underlying Mortgaged Property for such Purchased AssetAsset is not obligated to provide Seller with the information to be contained in such Servicing Tape more frequently than on a quarterly basis, then Seller shall only cause each such servicer to provide to Buyer such Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.
Appears in 1 contract
Sources: Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.)
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Purchaser on a third party servicer approved by Buyer shall service “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets are subject to this Agreement. Notwithstanding the foregoing, while no Event of Default exists, Seller 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 are Eligible Loans such license is extended for another thirty (30) days or (ii) upon the occurrence of an Event of Default; provided, however, that if Purchaser fails to deliver any such Purchased Assetsnotice of extension, “Serviced Assets”then upon notice from Seller of such failure, Purchaser shall provide notice to Seller and Servicer of Purchaser’s election to extend such thirty (30) for the benefit of Buyer day period or not extend such thirty (30) day period and, if Buyer such notice of election to extend is provided by Purchaser after the expiration of the immediately preceding thirty (30) day period, such extension shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, apply retroactively for the benefit period beginning on the last day of Buyer’s assigns. Seller shall service or such preceding thirty (30) day period through and including the date such notice of election to extend is provided by Purchaser) to cause Servicer to service the Serviced Assets 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 Agreement and this Article 29 and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possiblePurchaser. Notwithstanding the foregoing, neither Seller nor Servicer shall not take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, Significant Modification without first having given prior notice thereof to Buyer Purchaser in each such instance and receiving the prior written consent of BuyerPurchaser. If Seller effects any Significant Modification with respect to any Purchased Asset without prior written consent of Purchaser then Seller shall repurchase such Purchased Asset within five (5) Business Days after written demand from Purchaser (unless Purchaser later elects to approve such Significant Modification or waive such right to demand repurchase, in each case in Purchaser’s sole and absolute discretion).
(b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 29(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. ▇▇▇▇▇▇ agrees to cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the effected Purchased Assets to another Servicer designated by Purchaser as expeditiously as possible.
(c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of a default by the Servicer under the Servicing Agreement, (ii) upon the occurrence of a default by the Servicer under the Servicer Letter or (iii) during the continuance of an Event of Default, either for cause or without cause, in each case of clauses (i) through (iii), without payment of any penalty or termination fee.
(d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the servicing agreements with such sub-servicer to Purchaser, provided that Servicer may delegate certain administrative functions to third parties without Purchaser’s consent provided that Servicer at all times remains liable for such functions.
(e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Purchaser (a “Servicer Letter”) in form and substance acceptable to Purchaser in its sole and absolute discretion acknowledging Purchaser’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Asset to the Collection Account in accordance with Article 5(e) or as otherwise directed by Purchaser in accordance with the Servicer Letter.
(f) Seller agrees that Buyer Purchaser is the owner of all servicing recordsrecords related to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to (or to use commercially reasonable efforts cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at BuyerPurchaser’s request.
(cg) 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 Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) Except as set forth in the Servicing Agreements in Transaction DocumenetsDocuments, the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights due to the servicing, other than Seller’s rights Purchaser under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerTransaction Documents.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, a. Seller, on Buyer’s behalf, shall contract with Servicer to, or a third party servicer approved by Buyer shall if Seller is the Servicer, Seller shall, service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior pursuant to the Repurchase Date pursuant Servicing Agreement, consistent with the degree of skill and care that Servicer customarily requires with respect to Article 7, for the benefit of Buyer’s assigns. Seller shall service similar Purchased Assets owned or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced AssetsPractices. The Servicing Agreement shall require, providedinter alia, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of that: Servicer (i) an comply with all applicable federal, state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Purchased Assets or any payment thereunder. In addition, the Servicing Agreement shall require that the Servicer deposit all collections of Income (other than amounts deposited in escrow accounts pursuant to the Servicing Agreement) received by Servicer on account of the Purchased Assets in the Securities Account no later than two (2) Business Days following receipt.
b. Upon (i) the occurrence and during the continuation of any Event of DefaultDefault hereunder, or (ii) the delivery occurrence and during the continuation (provided that no Servicer Termination Event may be waived by Buyer to Seller of at least five (5) days’ prior written notice of without the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
) of an event of default under the Servicing Agreement (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to beyond any and all applicable periods of notice and cure), or (iii) a downgrade of Servicer by Morningstar to a rating below “CS3” or by S&P to a rating below “Average” (any of clauses (i), (ii), or (iii) a “Servicer Termination Event”), Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee. Seller shall cooperate and shall use its best efforts to cause Servicer to cooperate in transferring the servicing agreements of the Purchased Assets to a successor Servicer appointed by Buyer in its sole good faith discretion.
c. Upon the occurrence of a Backup Servicer Trigger Event, Buyer shall have the right, but not the obligation, in its sole discretion to appoint a Backup Servicer. Seller shall cooperate and pooling shall use its best efforts to cause Servicer to cooperate in (i) immediately providing Backup Servicer with copies of all Asset Files and Records in the possession of Servicer, and (ii) complying with all document and information requests of Buyer and Backup Servicer.
d. If Seller should discover that, for any reason whatsoever, Servicer or any entity responsible for managing or servicing agreements any Purchased Assets has failed to perform in all material respects any of the obligations of such entities with respect to the Purchased Assets, or that an event of default under the Servicing Agreement (beyond any and all applicable periods of notice and cure) has occurred, Seller shall promptly notify Buyer. The Seller shall cause the Servicer to execute a Power of Attorney, in the form of Exhibit C-2 hereto, to be delivered on the date hereof, which Power of Attorney shall only be exercised during the occurrence and continuance of any Servicer Termination Event.
e. 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 Buyer a Servicer Notice, Pledge and Redirection Letter addressed to and agreed to by the Third Party Servicer of the related Purchased Assets, advising such Third Party Servicer of such matters as Buyer may reasonably request, including, without limitation any “Interim Servicing Agreement” with Servicer) (collectivelylimitation, recognition by the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies master servicer 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 Buyer’s interest in such Purchased Assets (and the “Servicing Records”) so long as Third Party Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the Purchased Assets are subject to this Agreement. Seller grants instructions of Buyer a security interest in all servicing fees and rights relating with respect to the Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity any related Income with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s requestrespect thereto.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) f. Seller shall not employ sub-servicers (other than the Servicer or Affiliates thereof or Third Party Servicers) 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 serviced, in whole or in part, by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest servicer (if anyi) in Servicer shall nevertheless remain primarily liable to Buyer for the Servicing Agreements in servicing of the Purchased Assets under the Servicing Agreement; and (ii) any agreement with a subservicer shall entitle Buyer to Buyerterminate such subservicer without fee or penalty in the event that Servicer is replaced.
(e) g. Seller shall cause all servicers (other Servicer to provide to Buyer, electronically, in a format mutually acceptable to Buyer and Seller, by no later than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into Reporting Date, the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by BuyerServicing Report.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) h. For the avoidance of doubt, Seller retains no economic rights to the servicing, servicing other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased AssetsAgreement. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets Mortgage Loans hereby, Seller, Servicer or a third party servicer approved by Buyer Seller shall service cause the Purchased Assets that are Eligible Mortgage Loans (such Purchased Assets, “Serviced Assets”) to be serviced by an Affiliate of Seller for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Purchased Mortgage Loan prior to the related Repurchase Date pursuant to Article 7Section 8, for the benefit of Buyer’s 's assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations of such Affiliate of Seller to service any of the Serviced Assets Purchased Mortgage Loans shall cease, at Buyer’s Seller's option, upon the earliest of (i) an Event of Default, or (ii) the delivery payment by Seller to Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights Repurchase Price therefor. Such Affiliate of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate service the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except Mortgage Loans in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff servicing standards maintained by other prudent mortgage lenders with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving mortgage loans similar to the prior written consent of BuyerPurchased Mortgage Loans.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 Mortgage Loans (the “"Servicing Records”) so long as the Purchased Assets are subject to this Agreement"). Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets Mortgage Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s requestRecords.
(c) Upon the occurrence and during the continuance of an Event of DefaultDefault with respect to Seller, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Mortgage Loans on a servicing released basis or (ii) terminate Seller, Servicer or any sub-the Seller as servicer of the Purchased Assets Mortgage Loans with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets Mortgage Loans without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and any sub-servicers engaged by Seller to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s 's security interest and agreeing that, upon notice from Buyer (or the Custodian on its behalf) that each servicer and/or sub-servicer an Event of Default has occurred and is continuing hereunder, it shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans in the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller account described in the second sentence of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by BuyerSection 5(a).
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Novastar Financial Inc)
Servicing. (a) Notwithstanding The parties hereto agree and acknowledge that the purchase Purchased Assets will be sold by Seller to Administrative Agent, on behalf of Buyers, on a servicing released basis. In furtherance of the foregoing, Seller and sale Administrative Agent, on behalf of Buyers, hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Administrative Agent, on behalf of Buyers, shall govern the servicing of the Purchased Assets herebyand any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Notwithstanding the foregoing, Sellerif Administrative Agent shall have received a duly executed Servicer Acknowledgment from Servicer, Servicer or a third party servicer approved by Buyer shall prior to an uncured Event of Default, Seller may retain Servicer, on behalf of Administrative Agent, to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer andor on behalf of Administrative Agent, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, Buyers; provided, however, that the obligations obligation of Seller Servicer to service any Purchased Asset for the benefit of the Serviced Assets or on behalf of Administrative Agent, on behalf of Buyers, as aforesaid shall cease, at Buyer’s option, cease upon the earliest repurchase of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any such Purchased Asset (except by Seller in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicer Acknowledgment.
(b) Seller agrees that Buyer that, as between Seller and Administrative Agent, on behalf of Buyers, Administrative Agent, on behalf of Buyers, is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer Administrative Agent, on behalf of Buyers, or its designee (including the Custodian) at BuyerAdministrative Agent’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) 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. If the Purchased Assets are serviced by a Administrative Agent, on behalf of Buyers, which approval shall be in Administrative Agent’s, sole discretion exercised in good faith.
(d) Seller shall cause Servicer and any other sub-servicerservicers engaged on behalf of Administrative Agent to execute a Servicing Agreement with Seller and Administrative Agent, Seller shallon behalf of Buyers, irrevocably assign all rightsor a Servicer Acknowledgment acknowledging Administrative Agent’s, title and on behalf of Buyers, interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest the Servicing Agreement and agreeing that each servicer and/or Servicer and any sub-servicer (if applicable) shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into in the Depository Blocked Account, all in such manner as shall be reasonably acceptable to Administrative Agent.
(e) To the extent applicable and so long as a otherwise permitted under the related Servicing Agreement, Seller shall cause Servicer to permit Administrative Agent, on behalf of Buyers, to inspect Servicer’s servicing facilities for the purpose of satisfying such party that Servicer has the ability to service such Purchased Asset is subject as provided in this Agreement.
(f) (i) Administrative Agent, on behalf of Buyers, may, in its sole discretion exercised in good faith if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to a TransactionServicer, following notice from Buyer and (ii) to Seller upon the occurrence of an Event of Default under this Agreementhereunder, each such servicer or sub-servicer Administrative Agent, on behalf of Buyers, shall take no action under this Agreement with regard have the right immediately to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate terminate Servicer’s right to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that service the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer without payment of any proposed servicing-related decision penalty or termination fee in accordance with regard to the Purchased AssetServicer Acknowledgment and Servicing Agreement.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract Agreement (ACRES Commercial Realty Corp.)
Servicing. (a) Notwithstanding The parties hereto agree and acknowledge that the purchase Purchased Assets will be sold by Seller to Administrative Agent, on behalf of Buyers, on a servicing released basis, and sale that Administrative Agent, on behalf of Buyers, is the owner of all Servicing Rights. In furtherance of the foregoing, Seller and Administrative Agent, on behalf of ▇▇▇▇▇▇, hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Administrative Agent, on behalf of Buyers, shall govern the servicing of the Purchased Assets herebyand any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that Administrative Agent shall have received a duly executed Servicer Acknowledgment from Servicer, Sellerprior to an Event of Default, Servicer or a third party servicer approved by Buyer shall Seller may engage Servicer, on behalf of Administrative Agent, to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer andor on behalf of Administrative Agent, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, Buyers; provided, however, that the obligations engagement of Seller Servicer to service any Purchased Asset for the benefit of the Serviced Assets or on behalf of Administrative Agent, on behalf of Buyers, as aforesaid shall ceaseterminate on each Remittance Date unless, at Buyer’s optionin each case, upon the earliest Administrative Agent shall agree, by delivery to Servicer of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice to be delivered on or before such Remittance Date, to extend the engagement of Servicer to the decision next Remittance Date, which extension notice may be delivered by Buyer Administrative Agent via email. The engagement of Servicer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell service any Purchased Asset (except for the benefit of or on behalf of Administrative Agent, on behalf of Buyers, shall, in any event, cease upon the repurchase of such Purchased Asset by Seller in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicer Acknowledgment.
(b) Seller agrees that Buyer Administrative Agent, on behalf of Buyers, is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer Administrative Agent, on behalf of Buyers, or its designee (including the Custodian) at BuyerAdministrative Agent’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) 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. If the Purchased Assets are serviced by a Administrative Agent, on behalf of Buyers, which approval shall be in Administrative Agent’s, sole discretion.
(d) Seller shall cause Servicer and any other sub-servicerservicers engaged on behalf of Administrative Agent to execute a Servicing Agreement with Seller and Administrative Agent, Seller shallon behalf of Buyers, irrevocably assign all rightsor a Servicer Acknowledgment acknowledging Administrative Agent’s, title and on behalf of Buyers, interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest the Servicing Agreement and agreeing that each servicer and/or Servicer and any sub-servicer (if applicable) shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into in the Depository Blocked Account, and so long all in such manner as a shall be reasonably acceptable to Administrative Agent. USActive 63831236.4
(e) To the extent applicable, Seller shall cause Servicer to permit Administrative Agent, on behalf of Buyers, to inspect Servicer’s servicing facilities for the purpose of satisfying such party that Servicer has the ability to service such Purchased Asset is subject as provided in this Agreement.
(f) Administrative Agent, on behalf of Buyers, may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to a Transaction, following notice from Buyer to Seller Servicer. Upon the occurrence of an Event of Default under this Agreementhereunder, each such servicer or sub-servicer Administrative Agent, on behalf of ▇▇▇▇▇▇, shall take no action under this Agreement with regard have the right immediately to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate terminate Servicer’s right to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that service the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer without payment of any proposed servicing-related decision with regard to the Purchased Assetpenalty or termination fee.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract Agreement (Franklin BSP Real Estate Debt, Inc.)
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Purchaser on a third party servicer approved by Buyer shall service “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets that are Eligible Loans (such Purchased Assetssubject to this Agreement. Notwithstanding the foregoing, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. each Seller shall service be granted a revocable license (which license shall automatically be (i) renewed every thirty (30) days unless Purchaser provides written notice to such Seller that such license is not to be extended for another thirty (30) days, or (ii) revoked upon the occurrence of an Event of Default) to cause Servicer to service the Serviced Purchased Assets sold by such Seller, and such Seller shall, at such Seller’s sole cost and expense, cause the Servicer to service the Purchased Assets in accordance with the applicable Servicing Agreement and this Article 29 and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possiblePurchaser. Notwithstanding the foregoing, neither no Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, Material Decision without first having given prior notice thereof to Buyer Purchaser in each such instance and receiving the prior written consent of BuyerPurchaser, such consent not to be unreasonably withheld, conditioned, or delayed.
(b) The obligation of Servicer (or of the applicable Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 29(c), (ii) Purchaser not extending the related Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer in accordance with the terms of this Agreement. Each Seller agrees to reasonably 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, Sellers shall at their sole cost and expense transfer the servicing of the effected Purchased Assets to another Servicer designated by Purchaser as expeditiously as possible.
(c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of a default by the Servicer under the applicable Servicing Agreement 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 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 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 agreements with such sub-servicer to Purchaser; provided that Buyer 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 any other applicable servicing agreement, as the case may be, in each case in accordance with Accepted Servicing Practices. Each Seller shall cause any Security Agent engaged by such Seller to execute a letter agreement with Purchaser and Collateral Agent substantially in the form attached as Exhibit XI hereto or such other form as required by Collateral Agent (a “Redirection 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 applicable Collection Account in accordance with Article 5 or as otherwise directed by Purchaser in accordance with the applicable Redirection Letter. If a Borrower, Security Agent, 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 Collection Account, such Seller shall deliver an additional Redirection Letter to such Person, with a simultaneous copy to Servicer, Purchaser and Collateral Agent, and make other commercially reasonable efforts to cause such Person to forward such amounts directly to the applicable Collection Account.
(f) Each Seller agrees that, upon Purchaser’s purchase of each Purchased Asset, Purchaser is the owner of all servicing recordsrecords related to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the applicable Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Each Seller covenants to (or use commercially reasonable efforts to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at BuyerPurchaser’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) The payment of servicing fees shall be solely the responsibility of Sellers and shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights due to the servicing, other than Seller’s rights Purchaser under the Servicing Agreement or any other servicing agreement related to Transaction Documents (except as expressly set forth in the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerTransaction Documents).
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Servicing. (a) Notwithstanding The parties hereto agree and acknowledge that the purchase Purchased Assets will be sold by Seller to Administrative Agent, on behalf of Buyers, on a servicing released basis. In furtherance of the foregoing, Seller and sale Administrative Agent, on behalf of B▇▇▇▇▇, hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Administrative Agent, on behalf of Buyers, shall govern the servicing of the Purchased Assets herebyand any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Prior to an Event of Default, SellerSeller may retain Servicer, Servicer or a third party servicer approved by Buyer shall on behalf of Administrative Agent, to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer andor on behalf of Administrative Agent, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, Buyers; provided, however, that the obligations obligation of Seller Servicer to service any Purchased Asset for the benefit of the Serviced Assets or on behalf of Administrative Agent, on behalf of Buyers, as aforesaid shall cease, at Buyer’s option, cease upon the earliest repurchase of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any such Purchased Asset (except by Seller in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicing Agreement.
(b) Seller agrees that Buyer that, as between Seller and Administrative Agent, on behalf of B▇▇▇▇▇, Administrative Agent, on behalf of B▇▇▇▇▇, is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer Administrative Agent, on behalf of Buyers, or its designee (including the Custodian) at BuyerAdministrative Agent’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) 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. If the Purchased Assets are serviced by a Administrative Agent, on behalf of Buyers, which approval shall be in Administrative Agent’s, sole discretion.
(d) Seller shall cause Servicer and any other sub-servicerservicers engaged on behalf of Administrative Agent to execute a Servicing Agreement with Seller and Administrative Agent, Seller shallon behalf of Buyers, irrevocably assign all rightsor a servicer acknowledgment acknowledging Administrative Agent’s, title and on behalf of Buyers, interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest the Servicing Agreement and agreeing that each servicer and/or Servicer and any sub-servicer (if applicable) shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into in the Depository Blocked Account, and so long all in such manner as a shall be reasonably acceptable to Administrative Agent.
(e) To the extent applicable, Seller shall cause Servicer to permit Administrative Agent, on behalf of Buyers, to inspect Servicer’s servicing facilities for the purpose of satisfying such party that Servicer has the ability to service such Purchased Asset is subject as provided in this Agreement.
(f) Administrative Agent, on behalf of Buyers, may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to a Transaction, following notice from Buyer to Seller Servicer. Upon the occurrence of an Event of Default under this Agreementhereunder, each such servicer or sub-servicer Administrative Agent, on behalf of B▇▇▇▇▇, shall take no action under this Agreement with regard have the right immediately to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate terminate Servicer’s right to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that service the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer without payment of any proposed servicing-related decision with regard to the Purchased Assetpenalty or termination fee.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract Agreement (FS Credit Real Estate Income Trust, Inc.)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, on Buyer’s behalf, shall contract with Servicer to, or a third party servicer approved by Buyer shall if Seller is the Servicer, it shall, service the Purchased Assets Mortgage Loans consistent with the degree of skill and care that are Eligible Seller customarily requires with respect to similar Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets Practices. The Servicer shall cease, at Buyer’s option, upon the earliest of (i) an Event of Defaultcomply with all applicable Federal, or State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the delivery by rights of Buyer to Seller of at least five (5) days’ prior written notice of the decision by in any Mortgage Loans or any payment thereunder. Buyer to transfer may terminate the servicing rights of any or all of Mortgage Loan with the Serviced Assets to either then existing Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(eSection 17(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is shall, or shall cause the owner of Servicer to, hold or cause to be held all servicing records, including but not limited escrow funds collected by Seller with respect to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (in trust accounts and shall apply the “Servicing Records”) so long as same for the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard purposes for which such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s requestfunds were collected.
(c) Upon Seller shall, or shall cause the occurrence and during the continuance of an Event of DefaultServicer to, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets deposit all collections received by Seller on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer account of the Purchased Assets with or without causein the Collection Account immediately, but in each case without payment of any termination feeno event later than two (2) Business Days, following receipt.
(d) If Seller is not the Servicer, Seller shall not employ sub-servicers provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Assets, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in such Purchased Assets and the Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow
(e) Upon written notice, Buyer has the right with cause, including, without limitation, a breach of this Section 17, or with respect to an Event of Default or any default beyond the expiration of applicable grace periods under any Servicing Agreement, as determined in its good faith discretion, to immediately terminate the Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee. Seller shall cooperate in transferring the prior written approval servicing of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to a successor servicer appointed by Buyer in its sole discretion, including the transfer of any escrow balances; provided, that, such escrow balances shall not be subject to any netting. Servicer shall not resign or transfer the servicing of the Purchased Assets without Buyer’s prior written consent.
(f) Servicer shall service the Purchased Assets on behalf of Buyer for thirty (30) day intervals which will automatically renew if not terminated by Buyer.
(eg) If Seller shall cause all servicers (other than Servicer) and sub-servicers engaged should discover that, for any reason whatsoever, any entity responsible to Seller by Seller contract for managing or servicing any such Purchased Asset has failed to execute a Servicer Notice with Buyer acknowledging Buyerperform fully Seller’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income obligations under the Facility Documents or any of the obligations of such entities with respect to the Purchased Assets to Servicer for deposit into the Depository AccountAssets, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by promptly notify Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(gh) For the avoidance of doubt, Seller retains no economic rights to the servicing, servicing of the Purchased Assets other than Seller’s rights under the Servicing Agreement or any other servicing agreement related Agreement, if any; provided that, Seller shall continue to service the Purchased AssetsAssets hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with and that a portion of the Purchase Price of such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard Purchased Assets is attributable to the Servicing Rights related to such Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Purchaser on a third party servicer approved by Buyer shall service “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets that are Eligible Loans (such Purchased Assetssubject to this Agreement. Notwithstanding the foregoing, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service 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 and continuance of an Event of Default) to cause Servicer to service the Serviced Assets 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 Agreement and this Article 29 and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possiblePurchaser. Notwithstanding the foregoing, neither Seller nor Servicer shall not take any action or effect any modification or amendment to any Purchased Asset, sell Material Modification of any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer Purchaser in each such instance and receiving the prior written consent of BuyerPurchaser.
(b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 29(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. Seller agrees to reasonably cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the effected Purchased Assets to another Servicer designated by Purchaser as expeditiously as possible.
(c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of a default by the Servicer under the Servicing Agreement, (ii) upon the occurrence of a default by the Servicer under the Servicing Agreement or Servicer Letter (as applicable) or (iii) during the continuance of an Event of Default, either for cause or without cause, in each case of clauses (i) through (iii), without payment of any penalty or termination fee.
(d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest (if any) in the servicing agreements with such sub-servicer to Purchaser; provided that Servicer may delegate certain administrative functions to third parties without Purchaser’s consent provided that Servicer shall at all times remain liable for such functions.
(e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets pursuant to the Servicing Agreement or other applicable servicing agreement, as the case may be, in each case in accordance with Accepted Servicing Practices. Seller shall cause Servicer (at the request of Purchaser) and any sub-servicers engaged by Seller to execute a letter agreement with Purchaser substantially in the form reasonably 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) or as otherwise directed by Purchaser in accordance with the Servicer Letter.
(f) Seller agrees that Buyer Purchaser is the owner of all servicing recordsrecords relating to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to (or use commercially reasonable efforts to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at BuyerPurchaser’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) 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 any the Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, Documents other than Seller’s rights in respect of servicing fees related to any Purchased Asset for which Purchaser has exercised its remedies under Article 14(b)(ii)(D), if Purchaser elects not to terminate the Servicing Agreement, in which case Purchaser shall assume the obligations of the owner under the Servicing Agreement which first occur or any other servicing agreement related to arise after the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicerdate Purchaser exercises its remedies under Article 14(b)(ii)(D).
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Colony Credit Real Estate, Inc.)
Servicing. (a) Notwithstanding Each servicer of any Purchased Asset (including the purchase and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer Interim Servicer) shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of and Buyer’s successors and assigns. Seller shall service or cause Servicer each such servicer (including the Interim Servicer) to service the Serviced Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Section 7(d), no servicer (including the exercise Interim Servicer and the primary servicer) of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Purchased Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment with respect to any Purchased Asset, sell any Purchased Asset (except described in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerSection 7(d).
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “the Interim Servicing Agreement” with ServicerAgreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or and/or (ii) terminate SellerSeller (as the servicer), the Interim Servicer or any other servicer or sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers or any other servicers other than the Interim Servicer pursuant to the Interim Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by a sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements servicing agreements in the Purchased Assets to Buyer.
(e) . Seller shall cause all servicers (other than the Interim Servicer) and sub-servicers engaged by Seller to execute a the Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income and other amounts with respect to the Purchased Assets to Servicer for deposit into in accordance with the Depository Account, applicable Servicing Agreement and so long as a any Purchased Asset is subject to a Transactionowned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including the Interim Servicer) or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer. Seller shall cause each Servicing Agreement (including the Interim Servicing Agreement) to be consistent with the terms of this Agreement and each Servicer (including the Interim Servicer) to comply with such terms.
(fe) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(gf) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Interim Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(hg) Seller shall cause each servicer of a Purchased Asset to provide prior written notice to Buyer of any proposed servicing-related decision with regard and to the Purchased AssetCustodian via electronic transmission, promptly upon request by Buyer a Servicing Tape for the month (or any portion thereof) prior to the date of Buyer’s request; provided, that to the extent any servicer does not provide any such Servicing Tape, Seller shall prepare and provide to Buyer and Custodian via electronic transmission a remittance report containing the servicing information that would otherwise be set forth in the Servicing Tape; and provided, further, that regardless of whether Seller at any time delivers any such remittance report, Seller shall at all times use commercially reasonable efforts to cause each servicer to provide each Servicing Tape in accordance herewith.
Appears in 1 contract
Sources: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets Mortgage Loans hereby, Seller, Servicer Seller shall continue to service or a third party servicer approved by Buyer shall service cause the servicing of the Purchased Assets that are Eligible Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Purchased Mortgage Loan prior to the related Repurchase Date pursuant to Article 7Section 8, for the benefit of Buyer’s 's assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations of Seller to service any the Purchased Mortgage Loans shall cease upon the payment by Seller to Buyer of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by BuyerRepurchase Price therefor. In either case, Seller shall take all actions necessary to effectuate service the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except Mortgage Loans in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff servicing standards maintained by other prudent mortgage lenders with respect theretoto mortgage loans similar to the Mortgage Loans. At all times while Transactions remain outstanding hereunder, without first having given prior notice thereof the Seller shall employ a master servicer (the "Master Servicer") with respect to the Purchased Mortgage Loans pursuant to a master servicing agreement (the Master Servicing Agreement). The Seller hereby assigns its rights in the Master Servicing Agreement to Buyer in each such instance and receiving for the prior written consent term of Buyerthis Agreement.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 Mortgage Loans subject to outstanding Transactions (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement"SERVICING RECORDS"). Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets Mortgage Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s 's request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Mortgage Loans on a servicing released basis or (ii) terminate Seller, Servicer or any sub-the Seller as servicer of the Purchased Assets Mortgage Loans with or without cause, in each case without payment of any termination feefee or (iii) instruct the Master Servicer to transfer and assume the servicing relating to the Purchased Mortgage Loans pursuant to the Master Servicing Agreement.
(d) Seller shall not employ sub-servicers to service the Purchased Assets Mortgage Loans without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and any sub-servicers engaged by Seller servicer hereunder to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s 's security interest and agreeing that, upon notice from Buyer (or the Custodian on its behalf) that each servicer and/or sub-servicer an Event of Default has occurred and in continuing hereunder, it shall immediately transfer deposit all Income with respect to the Purchased Assets Mortgage Loans in the amount specified in the third sentence of Section 5(a). Seller shall cause the servicer or any sub-servicer hereunder to Servicer segregate and hold for deposit into the Depository Account, benefit of Buyer as bailee the credit files relating to the Purchased Mortgage Loans and so long as a Purchased Asset is subject to a Transaction, following upon notice from Buyer to Seller of an Event of Default under this Agreement, each such cause the servicer or applicable sub-servicer shall take no action under this Agreement with regard to deliver such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights files to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerCustodian.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (First Alliance Corp /De/)
Servicing. (a) Notwithstanding Each servicer of any Purchased Asset (including, without limitation, the purchase Repo Servicer and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer Primary Servicer) shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyerand ▇▇▇▇▇’s successors and assigns. Seller shall service or cause each such servicer (including, without limitation, the Repo Servicer and the Primary Servicer) to service the Serviced Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(d), no servicer (including, without limitation, the exercise Repo Servicer and the Primary Servicer) of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Purchased Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment with respect to any Purchased Asset, sell any Purchased Asset (except described in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer7(d).
(b) Seller agrees that Buyer is the owner of all Servicing Rights, servicing records, including including, but not limited to to, any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim limitation, the Primary Servicing Agreement” with Servicer, the Repo Servicing Agreement or any other servicing and/or subservicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing and/or subservicing 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or and/or (ii) terminate SellerPrimary Servicer, Repo Servicer or any sub-other servicer or sub‑servicer of the Purchased Assets (including, without limitation, Seller, in its capacity as servicer of the Purchased Assets Assets), with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers sub‑servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement or Repo Servicer pursuant to the Repo Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by a sub-sub‑servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements servicing agreements in the Purchased Assets to Buyer.
(e) . Seller shall cause all servicers (other than the Repo Servicer (including, without limitation, the Primary Servicer) and sub-servicers sub‑servicers engaged by Seller to execute a the Servicer Notice with Buyer acknowledging Buyer’s ownership of the Purchased Assets and Servicing Rights and Buyer’s security interest and agreeing that each servicer and/or sub-sub servicer shall immediately transfer all Income and other amounts with respect to the Purchased Assets to Servicer for deposit into Buyer in accordance with the Depository Account, applicable Servicing Agreement and so long as a any Purchased Asset is subject to a Transactionowned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including the Repo Servicer and Primary Servicer) or sub-servicer sub‑servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer▇▇▇▇▇. Seller shall cause each Servicing Agreement (including the Repo Servicing Agreement) to be consistent with the terms of this Agreement and each Servicer (including the Repo Servicer) to comply with such terms.
(fe) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(gf) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to of the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerBuyer.
(hg) Contemporaneously with the execution of this Agreement on the Closing Date, Buyer, Seller and Repo Servicer shall provide enter into the Repo Servicing Agreement. The Repo Servicing Agreement shall automatically terminate on the (thirtieth) 30th day following its execution and at the end of each thirty (30) day period thereafter, unless, in each case, Buyer shall agree, by prior written notice to Buyer the Repo Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days. Neither Seller nor Repo Servicer may assign its rights or obligations under the Repo Servicing Agreement without the prior written consent of any proposed servicing-related decision with regard to the Purchased AssetBuyer.
Appears in 1 contract
Sources: Master Repurchase Agreement (ACRES Commercial Realty Corp.)
Servicing. (a) Notwithstanding a. Sellers, on Buyer's behalf, shall contract with Servicer to, or if any Seller is the purchase and sale of the Purchased Assets herebyServicer, Sellersuch Seller shall, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets Mortgage Loans consistent with the degree of skill and care that are Eligible each Seller customarily requires with respect to similar Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the exercise servicing of its reasonable business judgment and maintained any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof.
▇. ▇▇▇▇▇▇▇ shall cause the Servicer to hold or cause to be held all escrow funds collected by other prudent mortgage or mezzanine lenders Servicer with respect to mortgage and/or mezzanine loans similar any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected.
▇. ▇▇▇▇▇▇▇ shall cause the Servicer to deposit all collections received by Servicer on the Serviced Assets, 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 obligations of Seller Collection Account on or prior to service any the day on which such remittance is to occur.
d. Upon Buyer's request, Sellers shall provide promptly to Buyer a Servicer Notice addressed to and agreed to by the Servicer of the Serviced Assets shall ceaserelated Purchased Mortgage Loans, at Buyer’s optionadvising such Servicer of such matters as Buyer may reasonably request, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectivelylimitation, recognition by the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies Servicer 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 Buyer's interest in all servicing fees such Purchased Mortgage Loans and rights relating to the Purchased Assets and all Servicing Records to secure the obligation Servicer's agreement that upon receipt of Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance notice of an Event of DefaultDefault from Buyer, it will follow the instructions of Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans and any related Income with respect thereto.
e. Upon the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller occurrence of an Event of Default hereunder or a material default under this the Servicing Agreement, each such servicer or sub-servicer Buyer shall take no action under this Agreement with regard have the right to such immediately terminate the Servicer's right to service the Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Sellers and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion.
f. If Sellers should discover that, for any reason whatsoever, Sellers or any other entity responsible to Sellers for managing or servicing agreement related any such Purchased Mortgage Loan has failed to perform fully Sellers' obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Assets. As suchMortgage Loans, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerSellers shall promptly notify Buyer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (MortgageIT Holdings, Inc.)
Servicing. (a) Notwithstanding The Sellers, on the purchase and sale of Buyer’s behalf, shall contract with Servicer to, or if a Seller is the Purchased Assets herebyServicer, Sellersuch Seller shall, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets Mortgage Loans consistent with the degree of skill and care that are Eligible such Seller customarily requires with respect to similar Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in Practices. The Sellers shall cause the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect Servicer to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Defaultcomply with all applicable Federal, or State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, and (iii) not impair the delivery by Buyer to Seller of at least five (5) days’ prior written notice rights of the decision by Buyer to transfer in any Purchased Assets or any payment thereunder. The Buyer may terminate the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except with the then existing Servicer in accordance with the terms and conditions of Article 3(eSection 16(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is The Sellers shall cause the owner of Servicer to hold or cause to be held all servicing records, including but not limited escrow funds collected by the Sellers with respect to any Purchased Assets in trust accounts and shall apply the same for the purposes for which such funds were collected.
(c) The Sellers shall cause the Servicer to deposit all servicing agreements Income received by the Sellers on account of the Purchased Assets in the Collection Account no less than once per week.
(d) The Sellers shall provide promptly to the Buyer (i) a Servicer Notice addressed to and pooling and servicing agreements (agreed to by the Servicer of the related Purchased Assets, advising such Servicer of such matters as the Buyer may reasonably request, including, without limitation any “Interim Servicing Agreement” with Servicer) (collectivelylimitation, recognition by the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies Servicer 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 Buyer’s interest in such Purchased Assets (and the “Servicing Records”) so long as Servicer’s agreement that upon receipt of notice of an Event of Default from the Purchased Assets are subject to this Agreement. Seller grants Buyer, it will follow the instructions of the Buyer a security interest in all servicing fees and rights relating with respect to the Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity any related Income with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s requestrespect thereto.
(ce) Upon the occurrence and during the continuance of an Event of DefaultDefault hereunder, the Buyer may, in its sole discretion, (i) sell its shall have the right to immediately terminate the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee. The Sellers shall cooperate in transferring the prior written approval servicing of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyera successor servicer appointed by the Buyer in its sole discretion.
(ef) If either Seller shall cause all servicers (other than Servicer) and sub-servicers engaged should discover that, for any reason whatsoever, any entity responsible to either Seller by Seller contract for managing or servicing any such Purchased Asset has failed to execute a Servicer Notice with Buyer acknowledging Buyerperform fully such Seller’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income obligations under the Repurchase Documents or any of the obligations of such entities with respect to the Purchased Assets to Servicer for deposit into in any material respect, such Seller shall promptly notify the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Fieldstone Investment Corp)
Servicing. (a) Notwithstanding the purchase and sale Seller agrees that Purchaser is owner of all Servicing Rights so long as the Purchased Assets herebyare subject to this Agreement. Notwithstanding the foregoing, Seller, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service be granted a revocable license (which license shall automatically be revoked (a) every thirty days unless Purchaser provides written notice to Seller that such license is extended for another thirty days or (b) upon the occurrence of an Event of Default) to cause Servicer to service the Serviced Purchased Assets pursuant to the Interim Servicing Agreement and in accordance with this Article 27 at Seller’s sole cost and for the benefit of Buyer Purchaser in accordance with Accepted Servicing Practices approved by Buyer Purchaser in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans assets similar to the Serviced Purchased Assets. Purchaser agrees to renew Seller’s license to cause the Purchased Assets to be serviced so long as no Event of Default has occurred under this Agreement. Notwithstanding the foregoing, provided, however, that neither Seller nor such Servicer shall take any action or effect any modification or amendment to any Purchased Asset without first having given prior notice thereof to Purchaser in each such instance and receiving the obligations prior written consent of Purchaser.
(b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Serviced Purchased Assets shall cease, at Buyer’s option, cease upon the earliest of (i) an Event Purchaser’s termination of DefaultServicer in accordance with Article 27(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 27(a), or (iiiii) the delivery transfer of servicing to any other Servicer and the assumption of such servicing by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyersuch other Servicer. In either such case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding 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 foregoing, neither Seller nor servicing of the effected Purchased Assets to another Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyeras expeditiously as possible.
(bc) Purchaser may, in its sole discretion, terminate Servicer or any sub-servicer with respect to some or all of the Purchased Assets (i) upon the occurrence and during the continuance of an Event of Default under, and as defined in, the Interim Servicing Agreement, (ii) [reserved] or (iii) upon the occurrence and during the continuance of an Event of Default hereunder, either for cause or without cause, in each case, without payment of any penalty or termination fee and upon such termination, Servicer shall be required to transfer servicing of the effected Purchased Assets to such successor designated by Purchaser at no cost or expense to Purchaser. Upon the occurrence and during the continuance of an Event of Default, Purchaser may, in its sole discretion, sell its right to the Purchased Assets on a servicing released basis. Seller agrees to cooperate with Purchaser in connection with the termination of Servicer.
(d) Seller agrees that Buyer Purchaser is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “the Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at BuyerPurchaser’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(gf) For the avoidance of doubt, Seller retains no does not retain economic or other beneficial rights to the servicingServicing Rights, other than Seller’s rights under the Interim Servicing Agreement or any other servicing agreement related to the Purchased AssetsAgreement. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer Purchaser on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard basis, subject to the Purchased Assetterms of this Agreement.
Appears in 1 contract
Servicing. (a) Notwithstanding Sellers, on Buyer’s behalf, shall contract with Servicer to, or if a Seller is the purchase and sale of the Purchased Assets herebyServicer, Sellerit shall, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets Mortgage Loans consistent with the degree of skill and care that are Eligible such Seller customarily requires with respect to similar Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets Practices. The Servicer shall cease, at Buyer’s option, upon the earliest of (i) an Event of Defaultcomply with all applicable Federal, or State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the delivery by rights of Buyer to Seller of at least five (5) days’ prior written notice of the decision by in any Mortgage Loans or any payment thereunder. Buyer to transfer may terminate the servicing rights of any or all of Mortgage Loan with the Serviced Assets to either then existing Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(eSection 17(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is Sellers shall, or shall cause the owner of Servicer to, hold or cause to be held all servicing records, including but not limited escrow funds collected by Sellers with respect to any Purchased Assets in trust accounts and shall apply the same for the purposes for which such funds were collected.
(c) Sellers shall, or shall cause the Servicer to, deposit all servicing agreements collections received by Sellers on account of the Purchased Assets in the Collection Account immediately, but in no event later than two (2) Business Days, following receipt.
(d) If a Seller is not the Servicer, Sellers shall provide promptly to Buyer (i) a Servicer Notice addressed to and pooling and servicing agreements (agreed to by the Servicer of the related Purchased Assets, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation any “Interim Servicing Agreement” with Servicer) (collectivelylimitation, recognition by the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies Servicer 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 Buyer’s interest in such Purchased Assets (and the “Servicing Records”) so long as Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the Purchased Assets are subject to this Agreement. Seller grants instructions of Buyer a security interest in all servicing fees and rights relating with respect to the Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity any related Income with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s requestrespect thereto.
(ce) Upon written notice, Buyer has the occurrence and during the continuance right with cause, including, without limitation, a breach of this Section 17, or with respect to an Event of DefaultDefault or a Servicing Termination Event, Buyer may, as determined in its sole good faith discretion, (i) sell its to immediately terminate the Servicer’s right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without payment of any penalty or termination fee. Sellers shall cooperate in transferring the prior written approval servicing of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to a successor servicer appointed by Buyer in its good faith discretion, including the transfer of any escrow balances; provided, that, such escrow balances shall not be subject to any netting. Servicer shall not resign or transfer the servicing of the Purchased Assets without Buyer’s prior written consent. For the avoidance of doubt any termination of the Servicer’s rights to service by the Buyer as a result of an Event of Default shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement.
(f) Servicer shall service the Purchased Assets on behalf of Buyer for thirty (30) day intervals which will automatically renew if not terminated by Buyer.
(eg) If a Seller shall cause all servicers (other than Servicer) and sub-servicers engaged should discover that, for any reason whatsoever, any entity responsible to such Seller by Seller contract for managing or servicing any such Purchased Asset has failed to execute a Servicer Notice with Buyer acknowledging Buyerperform fully such Seller’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income obligations under the Facility Documents or any of the obligations of such entities with respect to the Purchased Assets to Servicer for deposit into the Depository AccountAssets, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to such Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by promptly notify Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(gh) For the avoidance of doubt, no Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to of the Purchased Assets; provided that, such Seller shall continue to service (or cause the Servicer to service) the Purchased Assets hereunder as part of its Obligations hereunder. As such, each Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with and that a portion of the Purchase Price of such servicing retained by Purchased Assets is attributable to the ServicerServicing Rights related to such Purchased Asset.
(hi) Seller shall provide prior written notice The Servicing Rights and other servicing provisions under this Agreement are not severable from or to Buyer be separated from the Purchased Assets under this Agreement, and such Servicing Rights and other servicing provisions of any proposed servicing-this Agreement constitute (a) “related decision with regard terms” under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (b) a security agreement or other arrangement or other credit enhancement related to the Purchased AssetFacility Documents.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Servicing. (a) Notwithstanding The Sellers, on the purchase and sale of Buyer’s behalf, shall contract with the Purchased Assets herebyServicer to, Selleror if a Seller is the Servicer, Servicer or a third party servicer approved by Buyer shall such Seller shall, service the Purchased Assets Mortgage Loans consistent with the degree of skill and care that are Eligible such Seller customarily requires with respect to similar Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets Practices. The Servicer shall cease, at Buyer’s option, upon the earliest of (i) an Event of Defaultcomply with all applicable Federal, or State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the delivery by Buyer to Seller of at least five (5) days’ prior written notice rights of the decision by Buyer to transfer in any Mortgage Loans or any payment thereunder. The Buyer may terminate the servicing rights of any or all of Mortgage Loan with the Serviced Assets to either Servicer or another third party then existing servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(eSection 16(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is The Sellers shall cause the owner of Servicer to hold or cause to be held all servicing records, including but not limited escrow funds collected by the Sellers with respect to any Purchased Mortgage Loans in trust accounts and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, shall apply the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing same for 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard purposes for which such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s requestfunds were collected.
(c) Upon The Sellers shall cause the occurrence and during Servicer to deposit all collections received by the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Sellers on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer account of the Purchased Assets with or without cause, Mortgage Loans in each case without payment of any termination feethe Collection Account no later than two Business Days following receipt.
(d) Seller The Sellers shall not employ sub-servicers provide promptly to service the Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as the Buyer may reasonably request, including, without limitation, recognition by the Servicer of the Buyer’s interest in such Purchased Mortgage Loans and the Servicer’s agreement that upon receipt of notice of an Event of Default from the Buyer, it will follow the instructions of the Buyer with respect to the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title Mortgage Loans and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyerany related Income with respect thereto.
(e) Upon the occurrence of a Default or Event of Default hereunder or a material default under the Servicing Agreement, the Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans without payment of any penalty or termination fee. The Sellers shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by the Buyer in its sole discretion.
(f) If any Seller shall cause all servicers (other than Servicer) and sub-servicers engaged should discover that, for any reason whatsoever, any entity responsible to the Sellers by Seller contract for managing or servicing any such Purchased Mortgage Loan has failed to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income perform fully the Sellers’ obligations under the Facility Documents or any of the obligations of such entities with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans, the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer Sellers shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by promptly notify the Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (New Century Financial Corp)
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Buyer on a third party servicer approved by “servicing released” basis and Buyer shall service is the sole owner of all Servicing Rights so long as the Purchased Assets that are Eligible Loans (such Purchased Assetssubject to this Agreement. Notwithstanding the foregoing, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or 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 Serviced Assets 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 Agreement and this Article 27 and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall not take any action or effect any modification or amendment to any Purchased Asset, sell Significant Modification of any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer in its sole discretion.
(b) 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 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 (including, without limitation, for cashiering services) to service the Purchased 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 any sub-servicing agreement Seller may be a party to with such sub-servicer to Buyer.
(be) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. With respect to any Servicing Agreement as to which Buyer is not a party, Seller shall cause Servicer (at the request of Buyer) and any sub-servicers engaged by Seller to execute a letter agreement with Buyer in a form acceptable to Buyer (a “Servicer Letter”) acknowledging Buyer’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Assets to the Collection Account in accordance with Article 5(e) or as otherwise directed by ▇▇▇▇▇ in accordance with the Servicer Letter.
(f) Seller agrees that Buyer is the owner of all servicing recordsrecords relating to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) The payment of servicing fees under the Servicing Agreement shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights due to the servicing, other than Seller’s rights Buyer under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerTransaction Documents.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Sellerunless 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 third party successor servicer approved by Buyer shall 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 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 the and administer each Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Asset prior to the Repurchase Date pursuant occurrence and continuance of an Event of Default subject to Article 7, for the benefit of Buyer’s assignsrights hereunder. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost agrees and for the benefit of acknowledges that Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s optionmay, upon the earliest occurrence and during the continuance of (i) an Event of Default, or (ii) terminate the delivery by Buyer 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 at least five an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Assets without regard to Seller’s instructions (5) days’ 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 written notice of the decision by Buyer to transfer the servicing rights of Seller’s effectuating any or all of the Serviced Assets to either Servicer or another third party servicer selected by BuyerPermitted Purchased Asset Modification. In either casethe event Servicer is Seller or an Affiliate of Seller, all servicing accounts relating to the Purchased Assets shall be held at U.S. Bank National Association. Notwithstanding anything contained in this Agreement to the contrary, Seller shall take all actions necessary not permit or direct any Servicers to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take make any action or effect any modification or amendment to any Purchased Asset, sell any Material Purchased Asset (except in accordance with Modification without the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements with Servicer (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 Section 24 and any other obligation of Seller to BuyerBuyer subject to the Servicing Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, 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 have sole control over all decisions, approvals or 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 Servicer from employing subservicers for which it remains responsible in accordance with the Servicing Agreement. If the Purchased Assets are serviced by a sub-servicer, Seller shall, shall irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in 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) Seller shall cause all servicers (other than Servicer) Servicer and any sub-servicers engaged by on behalf of Seller to execute a Servicer Notice Acknowledgement or similar letter agreement with Buyer acknowledging Buyer’s security interest in the Purchased Assets and Servicing Agreements and agreeing that each servicer and/or Servicer and any sub-servicer (if applicable) shall immediately transfer deposit all Income with respect to the Purchased Assets in the Cash Management Account no less often than monthly on or prior to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyerrelated Remittance Date.
(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 AgreementAgreement for so long as Servicer is an Affiliate of Seller.
(g) For Upon the avoidance failure of doubtthe Underlying Obligor or other obligor under any Purchased Asset to make any required payment of principal, interest or other amounts due under such Purchased Asset, or otherwise to perform fully any material covenants or other obligations under any of the related loan documents, in either case within any applicable grace period, Seller retains no economic rights to or Servicer shall promptly notify Buyer in writing, by e-mail and by fax. Seller (or Buyer, following the servicingoccurrence and during the continuance of an Event of Default, other than Sellerat Buyer’s rights option) shall issue notices of default, declare events of default, declare due the entire outstanding principal balance, and otherwise take all actions under the Servicing Agreement or any other servicing agreement related to loan documents evidencing and securing the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerAsset.
(h) Except as otherwise provided in a written consent delivered to Seller by Buyer, Seller shall provide prior written notice not, nor cause or permit any Servicer or sub-servicer to, obtain or cause Buyer to Buyer obtain title to any Mortgaged Property or other collateral securing such Purchased Asset as a result or in lieu of foreclosure or 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 proposed servicing-related decision such action, Buyer would be considered to hold title to, to be a “mortgagee in possession” of, or to be an “owner” or “operator” of, such Mortgaged Property or other collateral directly or indirectly securing such Purchased Asset within the meaning of any federal, state or local law, rule, regulation or statute (including, without limitation, any Environmental Laws) or a “discharger or responsible party” thereunder. In the event that title to any of 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 rights of Seller with regard respect to the such Purchased AssetAsset shall terminate, unless Buyer shall have agreed or directed in writing that Seller shall continue to perform servicing with respect to any such Mortgaged Property or other collateral.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Benefit Street Partners Realty Trust, Inc.)
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Buyer on a third party servicer approved by “servicing released” basis and Buyer shall service is the sole owner of all Servicing Rights so long as the Purchased Assets that are Eligible Loans (such Purchased Assetssubject to this Agreement. Notwithstanding the foregoing, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or 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 Serviced Assets 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 Agreement and this Article 27 and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor shall not take (and shall not permit any Servicer shall take to effect) any action or effect any modification or amendment to any Purchased Asset, sell Significant Modification of any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerBuyer in its sole discretion.
(b) 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 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 Purchased 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 avoidance of doubt, Quantum Servicing Corporation is an approved sub-servicer.
(e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. With respect to any Servicing Agreement as to which Buyer is not a party, Seller shall cause Servicer (at the request of Buyer) and any sub-servicers engaged by Seller to execute a letter agreement with Buyer in a form acceptable to Buyer (a “Servicer Letter”) acknowledging Buyer’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Assets to the Collection Account in accordance with Article 5(e) or as otherwise directed by B▇▇▇▇ in accordance with the Servicer Letter.
(f) Seller agrees that Buyer is the owner of all servicing recordsrecords relating to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) The payment of servicing fees under the Servicing Agreement shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights due to the servicing, other than Seller’s rights Buyer under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerTransaction Documents.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, a. Seller, on Buyer’s behalf, shall contract with Servicer to, or a third party servicer approved by Buyer shall if Seller is the Servicer, Seller shall, interim service the Purchased Assets Underlying Mortgage Loans consistent with the degree of skill and care that are Eligible Seller customarily requires with respect to similar Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices. The Seller shall require the Servicer to (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses and approvals necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Underlying Mortgage Loans or any payment thereunder.
b. Seller shall, or shall require the exercise of its reasonable business judgment and maintained Servicer to, hold or require to be held all escrow funds collected by other prudent mortgage or mezzanine lenders Servicer with respect to mortgage and/or mezzanine loans similar to the Serviced Assetsany Underlying Mortgage Loans in segregated trust accounts, provided, however, that the obligations of Seller to service separate and apart from any of Seller’s corporate funds, and shall apply the Serviced Assets same for the purposes for which such funds were collected.
c. Seller shall, or shall cease, at Buyer’s optionrequire the Servicer to, upon the earliest of (i) an Event of Defaultnotice from Buyer to Seller, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon immediately upon the occurrence and during the continuance of an Event of Default, deposit all Income received by Servicer on the Underlying Mortgage Loans in the Collection Account pursuant to the terms of the Servicer Side Letter. Any such amounts deposited in the Collection Account, less any withdrawals expressly permitted by the related Servicing Agreement, shall then be remitted to the Settlement Account on a monthly basis, on the Monthly Waterfall Date, and on any other day Buyer maydirects such a transfer in its discretion.
d. If any Underlying Mortgage Loans that is proposed to be made subject to a Transaction on a Purchase Date is serviced by a servicer other than Seller, or if the servicing of any Underlying Mortgage Loans is to be transferred from Seller to a Servicer other than Seller, Seller shall, prior to such Purchase Date or servicing transfer date, as applicable, provide to Buyer the related Servicing Agreement and a servicer notice or letter agreement, executed by Buyer, Seller and such Servicer (each, a “Servicer Side Letter”), in its sole discretion, (i) sell its form and substance substantially similar to Exhibit F hereto.
e. The Buyer shall have the right to immediately terminate the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of Servicer’s right to service the Purchased Assets with or without cause, in each case Underlying Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing and all Records of the Underlying Mortgage Loans to a successor servicer appointed by Buyer in its discretion.
(d) f. If Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicershould discover that, for any reason whatsoever, Seller shall, irrevocably assign all rights, title and interest (if any) in or any entity responsible to Seller for managing or servicing any such Underlying Mortgage Loan has failed to perform fully Seller’s obligations under the Servicing Program Agreements in or any of the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income obligations of such entities with respect to the Purchased Assets Underlying Mortgage Loans, Seller shall promptly notify Buyer and promptly remedy any non-compliance.
g. The Servicer’s rights and obligations to Servicer for deposit into interim service the Depository AccountUnderlying Mortgage Loans shall terminate on the twentieth (20th) day of each calendar month (and if such day is not a Business Day, and so long as a Purchased Asset is subject to a Transactionthe next succeeding Business Day), following notice from unless otherwise directed in writing by the Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard prior to such Purchased Asset other than as specifically directed date. For purposes of this provision, notice provided by Buyer.
(f) The payment of servicing fees electronic mail shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) constitute written notice. For the avoidance of doubt, Seller retains this Subsection 11(g) shall no economic rights longer apply to any Underlying Mortgage Loan that is no longer subject to a Transaction in accordance with the provisions of this Agreement. Upon termination, the Servicer shall transfer servicing, including, without limitation, delivery of all servicing files to the servicingdesignee of the Buyer. The Servicer’s delivery of servicing files shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After the servicing terminates and until the servicing transfer date, other than the Servicer shall service the Underlying 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, (i) provide Buyer with the related Servicing Agreement pursuant to which such subservicer shall service such Underlying Mortgage Loans, which Servicing Agreement shall be acceptable to Buyer in all respects, (ii) obtain Buyer’s prior written consent to the use of such subservicer in the performance of such servicing duties and obligations, which consent may be withheld in Buyer’s sole discretion and (iii) provide Buyer with a fully executed Servicer Side Letter with respect to such subservicer. In no event shall Seller’s rights use of a subservicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Underlying Mortgage Loans directly.
i. Seller hereby agrees and acknowledges, and shall require 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 Underlying Mortgage Loans to the extent set forth in the related Servicing Agreement or any other servicing agreement related Servicer Side Letter. Buyer shall also have the right to obtain copies of all Records and files of the Servicer relating to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard including all documents relating to the Purchased AssetUnderlying Mortgage Loans and the servicing thereof.
Appears in 1 contract
Sources: Master Repurchase Agreement (Angel Oak Mortgage REIT, Inc.)
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Purchaser on a third party servicer approved by Buyer shall service “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets that are Eligible Loans (such Purchased Assetssubject to this Agreement. Notwithstanding the foregoing, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service 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 Serviced Assets 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 Agreement and this Article 28 and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in Purchaser. Notwithstanding the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assetsforegoing, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) prior to an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall not take any action or effect any modification Material Modification of any Purchased Asset or amendment (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, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect theretoeither case, without first having given prior notice thereof to Buyer Purchaser in each such instance and receiving the prior written consent of BuyerPurchaser.
(b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 28(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 28(a) or (iii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. ▇▇▇▇▇▇ agrees to cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the effected Purchased Assets to another Servicer designated by Purchaser as expeditiously as possible.
(c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) subject to the immediately succeeding sentence, upon the occurrence of a default by the Servicer under the Servicing Agreement or Servicer Letter (as applicable) 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. Notwithstanding clause (i) of the preceding sentence, if a default by Servicer under the Servicing Agreement or Servicer Letter occurs (and no Event of Default has occurred and is continuing), Purchaser shall not exercise its right to terminate Servicer so long as Seller (x) removes such Servicer and identifies a replacement servicer acceptable to Purchaser, 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 Letter with such replacement servicer acceptable to Purchaser within forty-five (45) calendar days of such default.
(d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Assets (other than any third party vendor employed by the Servicer to perform certain non-cashiering responsibilities, including, without limitation, 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 agreements with such sub-servicer to Purchaser.
(e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. Seller shall cause Servicer (at the request of Purchaser) and any sub-servicers engaged by Seller to execute a letter agreement with Purchaser substantially in the form attached as Exhibit XI hereto (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) or as otherwise directed by Purchaser in accordance with the Servicer Letter.
(f) Seller agrees that Buyer Purchaser is the owner of all servicing recordsrecords relating to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisalsAppraisals, 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at BuyerPurchaser’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) The payment of servicing fees shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights due to the servicing, other than Seller’s rights Purchaser under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerTransaction Documents.
(h) Seller shall provide prior Notwithstanding anything herein to the contrary, at any time during which Servicer is an Affiliate of Seller, Purchaser may, upon written notice to Buyer of any proposed servicing-related decision with regard such Servicer and Seller, terminate Servicer at its sole discretion, and Seller shall within ten (10) days thereafter, appoint a replacement Servicer acceptable to the Purchased AssetPurchaser in its sole discretion.
Appears in 1 contract
Sources: Master Repurchase Agreement (Fortress Credit Realty Income Trust)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, a. Seller, on Buyer's behalf, shall contract with Servicer to, or a third party servicer approved by Buyer shall if Seller is the Servicer, Seller shall, service the Purchased Assets Mortgage Loans consistent with the degree of skill and care that are Eligible Seller customarily requires with respect to similar Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the exercise servicing of its reasonable business judgment and maintained any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof.
b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by other prudent mortgage or mezzanine lenders Servicer with respect to mortgage and/or mezzanine loans similar any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected.
c. Seller shall cause the Servicer to deposit all collections received by Servicer on the Serviced Assets, 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 obligations of 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 service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of Buyer (i) an Event of Default, or (ii) Servicer Notice addressed to and agreed to by the delivery by Buyer to Seller of at least five (5) days’ prior written notice Servicer of the decision by related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either casemay reasonably request, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectivelylimitation, recognition by the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies Servicer 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 Buyer's interest in all servicing fees such Purchased Mortgage Loans and rights relating to the Purchased Assets and all Servicing Records to secure the obligation Servicer's agreement that upon receipt of Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance notice of an Event of DefaultDefault from Buyer, it will follow the instructions of Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans and any related Income with respect thereto.
e. Upon the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller occurrence of an Event of Default under this Agreement, each such servicer hereunder or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights a material default under the Servicing Agreement Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans [under the Servicing Agreement] without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion.
f. If Seller should discover that, for any reason whatsoever, Seller or any other entity responsible to Seller for managing or servicing agreement related any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Assets. As suchMortgage Loans, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicershall promptly notify Buyer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (United Financial Mortgage Corp)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets Mortgage Loans hereby, Seller, Servicer or a third party servicer approved by Buyer Seller shall continue to service the Purchased Assets that are Eligible Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Purchased Mortgage Loan prior to the related Repurchase Date pursuant to Article 7Section 8, for the benefit of Buyer’s 's assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations of Seller to service any the Purchased Mortgage Loans shall cease upon the payment by Seller to Buyer of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by BuyerRepurchase Price therefor. In either case, Seller shall take all actions necessary to effectuate service the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except Mortgage Loans in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff servicing standards maintained by other prudent mortgage lenders with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving mortgage loans similar to the prior written consent of BuyerPurchased Mortgage Loans.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 Mortgage Loans (the “"Servicing Records”) so long as the Purchased Assets are subject to this Agreement"). Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets Mortgage Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s 's request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Mortgage Loans on a servicing released basis or (ii) terminate Seller, Servicer or any sub-the Seller as servicer of the Purchased Assets Mortgage Loans with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers (other than Advanta Mortgage Corp. USA or an Affiliate of Seller) to service the Purchased Assets Mortgage Loans without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and any sub-servicers engaged by Seller servicer hereunder to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s 's security interest and agreeing that, upon notice from Buyer (or the Custodian on its behalf) that each servicer and/or sub-servicer an Event of Default has occurred and in continuing hereunder, it shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans in the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller account specified in the third sentence of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by BuyerSection 5(a).
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Aames Financial Corp/De)
Servicing. (a) Notwithstanding 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 purchase and sale “Servicing Term”). If the Servicing Term expires with respect to any Purchased Mortgage Loan for any reason other than such Purchased Mortgage Loan no longer being subject to a Transaction hereunder, then upon written agreement of Buyer, Seller shall continue to service the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Mortgage Loan for an additional thirty (30) days. Each thirty (30) day extension period shall automatically expire without notice unless Buyer agrees in writing to any additional thirty (30) day extension period(s). Seller shall service the Purchased Assets that are Eligible Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer prudent mortgage loan servicing standards and procedures generally accepted in the exercise 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 eligibility of the Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by such servicing and administration.
(b) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller (a “Subservicer”), or if the servicing of any Mortgage Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer prior to such Purchase Date or servicing transfer date, as applicable. Each such Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Mortgage Loans, which consent may be withheld in Buyer’s sole discretion. In no event shall Seller’s use of a Subservicer relieve Seller of its reasonable business judgment obligations hereunder, and maintained by other prudent mortgage or mezzanine lenders Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly.
(c) Seller shall transfer actual servicing of each Purchased Mortgage Loan, together with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any all of the Serviced Assets shall ceaserelated Records in its possession, at to Buyer’s option, designee and designate Buyer’s designee as the servicer in the MERS System upon the earliest of (i) an the occurrence of a Default or Event of DefaultDefault hereunder, or (ii) the delivery termination of Seller as interim servicer by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject pursuant to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (iiii) sell its right to the Purchased Assets on a servicing released basis or expiration (iiand non-renewal) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without causeServicing Term, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.or
Appears in 1 contract
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets Mortgage Loans hereby, Seller, Servicer or a third party servicer approved by Buyer Seller shall continue to service the Purchased Assets that are Eligible Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Purchased Mortgage Loan prior to the related Repurchase Date pursuant to Article 7Section 8, for the benefit of Buyer’s 's assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations of Seller to service any of the Serviced Assets Purchased Mortgage Loans shall cease, at Buyer’s Seller's option, upon the earliest of (i) an Event of Default, or (ii) the delivery payment by Seller to Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by BuyerRepurchase Price therefor. In either case, Seller shall take all actions necessary to effectuate service the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except Mortgage Loans in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff servicing standards maintained by other prudent mortgage lenders with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving mortgage loans similar to the prior written consent of BuyerPurchased Mortgage Loans.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 Mortgage Loans (the “Servicing Records”"SERVICING RECORDS") so long as the Purchased Assets Mortgage loans are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets Mortgage Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s 's request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Mortgage Loans on a servicing released basis or (ii) terminate Seller, Servicer or any sub-the Seller as servicer of the Purchased Assets Mortgage Loans with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets Mortgage Loans without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyerwhich approval shall not be unreasonably withheld.
(e) Seller shall cause all servicers (other than Servicer) and any sub-servicers engaged by Seller to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s 's security interest and agreeing that, upon notice from Buyer (or the Custodian on its behalf) that each servicer and/or sub-servicer an Event of Default has occurred and in continuing hereunder, it shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans in the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller account specified in the third sentence of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by BuyerSection 5(a).
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Servicing. The Mortgage Loans have been sold by the Sellers to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement, the Sellers hereby sell, transfer, assign, convey and deliver to the Purchaser the Servicing Rights. The Purchaser shall retain EquiFirst Corporation (ain such capacity, the "Interim Servicer") Notwithstanding the purchase and sale as contract servicer of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date an interim period pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions set forth in this section provided that if the related Transfer Date has not occurred on or prior to the date which is 60 days after the related Closing Date, the Purchaser and the Interim Servicer hereby agree to negotiate in good faith and enter into a more detailed interim servicing agreement mutually acceptable to the parties. The Interim Servicer shall service the Mortgage Loans on an "actual/actual" basis and otherwise in accordance with the Accepted Servicing Practices and the following provisions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff this section. The Interim Servicer shall be entitled to a Servicing Fee as provided in the related Purchase Price and Terms Agreement. In servicing the Mortgage Loans, the Interim Servicer shall comply with all applicable laws, rules and regulations with respect thereto. The Interim Servicer shall take no action, without first having given prior notice thereof and shall not refrain from taking action, which, in either case, (a) would impair the ability of the Purchaser to Buyer in each such instance and receiving realize on or enforce the prior written consent Mortgage Note or the lien of Buyer.
the Mortgage or any other document related thereto or (b) Seller agrees that Buyer is would jeopardize the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to rights 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 servicing fees and rights relating remedies available to the Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income Purchaser with respect to any Mortgage Loan or otherwise impair the Purchased Assets ability of the Purchaser to Servicer for deposit into realize on the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement Mortgaged Property with regard respect to such Purchased Asset other than as specifically directed by BuyerMortgage Loan.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (EquiFirst Loan Securitization Trust 2007-1)
Servicing. (a) Notwithstanding The parties hereto hereby agree that the purchase and sale Servicer shall act as
(i) an independent contractor of the Purchased Assets herebyIssuer and the Indenture Trustee (including for the benefit of the Secured Parties) to administer the collection and servicing of all of the Assigned Oil Revenues and the Assigned Oil Revenue Rights, Sellerand (ii) the collateral agent and bailee for the Indenture Trustee (for the benefit of the Secured Parties) for the purposes of taking, perfecting and enforcing security interests in the Collateral, and the Servicer or a third party servicer approved by Buyer shall service hereby agrees to administer the Purchased Assets that are Eligible Loans collection and servicing thereof (such Purchased Assetsand the taking, “Serviced Assets”perfecting and enforcing of security interests in the Collateral) for the benefit of Buyer andsuch Persons. Except as otherwise provided herein, if Buyer the Servicer shall exercise 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 rights to pledge or hypothecate servicing obligations hereunder as provided in subsection (d) hereof. Without in any respect limiting the Serviced Assets prior to foregoing, the Repurchase Date pursuant to Article 7Servicer shall, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted this Servicing Practices approved Agreement but subject to all Applicable Laws, manage and administer the Assigned Oil Revenues and the Assigned Oil Revenue Rights, exercise all discretionary powers involved in such management, collection and administration bear all costs and expenses incurred in connection therewith that may be necessary or advisable and permitted for carrying out the transactions contemplated by Buyer in the exercise of its reasonable business judgment Transaction Documents. In the management, collection and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any administration of the Serviced Assets Assigned Oil Revenues and the Assigned Oil Revenue Rights, the Servicer shall cease, exercise at Buyer’s option, upon least the earliest higher of (i) an Event of Default, or the same care that a reasonable Person would exercise in handling similar matters for its own account and (ii) the delivery by Buyer 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 Seller servicing and collecting the Assigned Oil Revenues and the Assigned Oil Revenue Rights. The Servicer will deposit the Collections daily from the Collections Account Waterfall into the Revenue Account. Subject to the provisions of at least five (5) days’ prior written notice Article IV of the decision by Buyer Indenture, the Issuer shall pay the Servicer the Servicing Fee on each Payment Date as compensation for its performance as the Servicer; notwithstanding anything to transfer the servicing rights of any or all contrary in the Transaction Documents, the actual payment of the Serviced Assets Servicing Fees to either the Servicer or another third party servicer selected by Buyer. In either case, Seller from time to time shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except be made in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerReais.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectivelyImmediately after its receipt thereof, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and Servicer shall use commercially reasonable efforts immediately to segregate the Collections from any other records relating to payments 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s requestsimilar items received by it.
(c) Upon The obligation of the occurrence Servicer to service the Assigned Oil Revenues and the Assigned Oil Revenue Rights is personal to the Servicer, and the parties recognize that another Person may not be qualified to perform such obligations. Accordingly, the Servicer’s obligation to service the Assigned Oil Revenues and the Assigned Oil Revenue 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 continuance existence of an any Servicer Replacement Event, Event of Default, Buyer mayTrigger Event, or Oil Revenue Change of Law Impairment Event; provided that a replacement Servicer may be appointed pursuant to Article IV hereof. 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 hereof 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 Assigned Oil Revenues and the Assigned Oil Revenue Rights in its sole discretion, (i) sell its right accordance with all Applicable Laws and this Servicing Agreement and the other Transaction Documents and has the ability to do so. Anything herein to the Purchased Assets on a servicing released basis contrary notwithstanding, the Servicer shall be fully responsible for any and all acts or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment failures to act of any termination feesuch subcontractor to the same extent as if the Servicer were performing or directly responsible for such subcontractor’s duties and responsibilities.
(d) Seller The Servicer shall not employ sub-servicers resign from its obligations hereunder except upon its reasonable determination that (i) the performance of such obligations is no longer permissible under Applicable Law and (ii) there is no reasonable action that it could take to service make such performance permissible under Applicable Law. Any such determination permitting the Purchased Assets without resignation of the prior written approval Servicer shall be evidenced as to clause (i) by an Opinion of BuyerCounsel to the Servicer to such effect and as to clause (ii) by an Officers’ Certificate of the Servicer, in each case addressed to the Issuer, the Indenture Trustee, the Bond Administrator, the Sponsor and each Rating Agency. If No such resignation shall become effective until a successor servicer shall have assumed in writing the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title responsibilities and interest (if any) obligations of the Servicer in the Servicing Agreements in the Purchased Assets to Buyeraccordance with Section 4.3 hereof.
(e) Seller shall cause all servicers (other than Servicer) Each of the Issuer and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect the Brazilian Collateral Agent hereby grants to the Purchased Assets Servicer a revocable power-of-attorney, which power is coupled with an interest, with full power of substitution, to take in the name of the Issuer and/or the Brazilian Collateral Agent or in its own name all steps necessary or advisable to endorse, negotiate, deliver or otherwise realize upon the Assigned Oil Revenues and the Assigned Oil Revenue Rights or any writing or other report of any kind held or owned by the Issuer or transmitted to or received by the Servicer for deposit into as payment on account or otherwise in respect of any Assigned Oil Revenue or Assigned Oil Revenue Rights. If necessary in connection with the Depository Accountforegoing, the Indenture Trustee shall, upon the reasonable request of the Servicer, provide a limited power of attorney to the Servicer in a form reasonably acceptable to the Indenture Trustee and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyerthe Servicer.
(f) The payment Except when any Servicer Replacement Event exists, the Issuer hereby authorizes the Servicer (on behalf of servicing fees shall be subordinate the Issuer) to payment instruct the Indenture Trustee and the Bond Administrator with respect to the investment of amounts outstanding under any funds held in the Transaction and this AgreementAccounts.
(g) For The Servicer’s obligations under this Servicing Agreement shall terminate on the avoidance of doubt, Seller retains no economic rights Sale Termination Date and the Servicer shall on the Sale Termination Date: (i) transfer all records and documents relating to the servicing, other than Seller’s rights under Assigned Oil Revenues and the Servicing Agreement or any other servicing agreement related Assigned Oil Revenue Rights to the Purchased Assets. As suchSponsor and/or RJS, Seller expressly acknowledges as applicable (it being understood that the Purchased Assets are sold to Buyer on Servicer may retain a “servicing released” basis with copy of all such servicing retained records and documents) and (ii) execute and deliver all documents and instruments related thereto as may be reasonably requested by the ServicerSponsor and/or RJS, as applicable.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Servicing Agreement
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Buyer on a third party servicer approved by “servicing released” basis and Buyer shall service is the sole owner of all Servicing Rights so long as the Purchased Assets that are Eligible Loans (such Purchased Assetssubject to this Agreement. Notwithstanding the foregoing, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or 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 Serviced Assets 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 Agreement and this Article 27 and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall not take any action or effect any modification or amendment to any Purchased Asset, sell Significant Modification of any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerBuyer in its sole discretion.
(b) 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 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 (including, without limitation, for cashiering services) to service the Purchased 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 any sub-servicing agreement Seller may be a party to with such sub-servicer to Buyer.
(e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. With respect to any Servicing Agreement as to which Buyer is not a party, Seller shall cause Servicer (at the request of Buyer) and any sub- servicers engaged by Seller to execute a letter agreement with Buyer in a form acceptable to Buyer (a “Servicer Letter”) acknowledging Buyer’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Assets to the Collection Account in accordance with Article 5(e) or as otherwise directed by ▇▇▇▇▇ in accordance with the Servicer Letter.
(f) ▇▇▇▇▇▇ agrees that Buyer ▇▇▇▇▇ is the owner of all servicing recordsrecords relating to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) The payment of servicing fees under the Servicing Agreement shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights due to the servicing, other than Seller’s rights Buyer under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerTransaction Documents.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Servicing. (a) Notwithstanding Acting directly or through one or more Subservicers as provided in Section 3.03, the purchase and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer shall service and administer the Purchased Assets that are Eligible Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer this Agreement, the terms of the respective Mortgage Loans, all applicable laws (including, without limitation, any applicable predatory and abusive lending laws), and its normal and customary servicing standards, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. The Servicer shall not be required to institute litigation for collection of any payment if it reasonably questions its ability to enforce the exercise provision of the Mortgage Loan under which the payment is required. Subject to the terms hereof, the Servicer shall have full power and authority to execute and deliver, on behalf of the Trustee, customary consents, waivers and similar instruments. Subject to Section 3.03, the Servicer may, and is hereby authorized to, perform any of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders servicing responsibilities with respect to mortgage and/or mezzanine loans similar all or certain of the Mortgage Loans through a Subservicer as it may from time to time designate, but no such designation of a Subservicer shall serve to release the Serviced Assets, provided, however, that the obligations of Seller to service Servicer from any of its obligations under this Agreement. Such Subservicer shall have the Serviced Assets shall ceaserights and powers of the Servicer which have been delegated to such Subservicer with respect to such Mortgage Loans under this Agreement. Without limiting the generality of the foregoing, at Buyer’s optionbut subject to Sections 3.11 and 3.12, upon the earliest Servicer in its own name or in the name of a Subservicer may be authorized and empowered pursuant to a power of attorney executed and delivered by the Trustee to execute and deliver, and may be authorized and empowered by the Trustee to execute and deliver, on behalf of itself, the Holders and the Trustee or any of them, (i) any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and the Mortgaged Properties, (ii) to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property in the name of the Servicer on behalf of the Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Trustee. Section 3.11(a) and Section 3.12(a) shall each constitute a revocable power of attorney from the Trustee to the Servicer to execute an Event instrument of Default, satisfaction (or assignment of mortgage without recourse) for any Mortgage Loan held by the Trustee paid in full or foreclosed (or for which payment in full has been escrowed). Revocation of such power of attorney shall take effect upon (i) the receipt by the Servicer of written notice thereof from the Trustee or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice termination of the decision Trust. Upon written instructions from the Servicer, the Trustee shall execute any documentation furnished to it by Buyer to transfer the servicing rights of any or all of Servicer for recordation by the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller in the appropriate jurisdictions as shall take all actions be necessary to effectuate the underlying foregoing. Subject to Sections 3.11 and 3.12, the Trustee shall execute a power of attorney to the Servicer or any Subservicer and furnish them with any other documents as the Servicer or such Subservicer shall reasonably request in writing to enable the Servicer and such Subservicer to carry out their respective servicing transfer as expeditiously as possibleand administrative duties hereunder. Notwithstanding the foregoing, neither Seller nor The Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior give prompt written notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets and all Servicing Records Trustee of any action, of which the Servicer has actual knowledge, to secure the obligation of Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to assert a claim against the Purchased Assets on a servicing released basis Trust or (ii) terminate Seller, Servicer or any sub-servicer of assert jurisdiction over the Purchased Assets with or without cause, in each case without payment of any termination feeTrust.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citicorp Residential Mortgage Securities, Inc.)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer Purchaser shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) pursuant to the Interim Servicing Agreement (or any other Servicing Agreement approved by Purchaser) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assignsPurchaser. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer Purchaser in accordance with the Interim Servicing Agreement and Accepted Servicing Practices approved by Buyer Purchaser in the exercise of its reasonable sole and absolute business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at BuyerPurchaser’s optionoption in its sole and absolute discretion, upon the earliest of (i) the occurrence and continuance of an Event of Default, or (ii) with respect to any Purchased Asset, the delivery by Buyer Purchaser to Seller of at least five ten (510) days’ prior written notice of the decision by Buyer Purchaser to transfer the servicing rights of such Purchased Asset to either Purchaser or another third party servicer selected by Purchaser upon the occurrence and continuance of any event of default (however defined) under the related Purchased Asset Documents (other than the events of default existing as of the Closing Date (as identified on Exhibit X hereto) with respect to each Purchased Asset and which remain uncured after the Closing Date) for such Purchased Asset (provided, that Seller shall have the right, during such ten (10) day period after written notice, to repurchase such Purchased Asset in accordance with Article 3(e) hereof or exercise its right to substitute a Substitute Eligible Asset for the related Purchased Asset in accordance with Article 3(m)) or (iii) the delivery by Purchaser to Seller of at least ten (10) days’ prior written notice of the decision by Purchaser to transfer the servicing rights of any or all of the Serviced Assets to either Servicer Purchaser or another third party servicer selected by BuyerPurchaser upon the occurrence of a “Servicing Termination Event” (as defined in the applicable Servicing Agreement). In either each case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer Purchaser is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “the Interim Servicing Agreement” Agreement with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer Purchaser a security interest in all servicing fees and 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 Article 26 27 and any other obligation of Seller to BuyerPurchaser. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at BuyerPurchaser’s request. For the avoidance of doubt, Seller does not retain economic or other beneficial rights to the Servicing Rights, other than Seller’s rights under the Servicing Agreement. As such, Seller expressly acknowledges that the Purchased Assets are sold to Purchaser on a “servicing released” basis.
(c) Upon the occurrence and during During the continuance of an Event of Default, Buyer Purchaser may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis to any Person (including a Prohibited Transferee) or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Neither Seller nor Servicer shall not employ sub-servicers to service the Purchased Assets without the prior written approval of BuyerPurchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to BuyerPurchaser.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be the sole and exclusive responsibility of Seller and such fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (NewStar Financial, Inc.)
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Buyer on a third party servicer approved by “servicing released” basis and Buyer shall service is the sole owner of all Servicing Rights so long as the Purchased Assets that are Eligible Loans (such Purchased Assetssubject to this Agreement. Notwithstanding the foregoing, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or 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 Serviced Assets 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 Agreement and this Article 27 and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall not take any action or effect any modification or amendment to any Purchased Asset, sell Significant Modification of any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Buyer’s option, upon the earliest of (i) Buyer’s termination of Servicer in accordance with Article 27(c) or (ii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. Seller agrees to cooperate with Buyer in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the affected Purchased Assets to another Servicer approved by Buyer, such approval not to be unreasonably withheld, conditioned or delayed, as expeditiously as possible.
(c) Buyer may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of a default by the Servicer under the Servicing Agreement or Servicer Letter (as applicable) 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.
(d) Seller shall not, and shall not permit Servicer to, employ any sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the servicing agreement with such sub-servicer to Buyer.
(e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. With respect to any Servicing Agreement as to which Buyer is not a party, Seller shall cause Servicer (at the request of Buyer) and any sub-servicers engaged by Seller to execute a letter agreement with Buyer in a form acceptable to Buyer (a “Servicer Letter”) acknowledging Buyer’s security interest in the Purchased Assets and agreeing to remit all Income received with respect to the Purchased Asset to the Waterfall Account in accordance with Article 5(e) or as otherwise directed by Buyer in accordance with the Servicer Letter.
(f) Seller agrees that Buyer is the owner of all servicing recordsrecords relating to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to (or to cause Servicer to) safeguard such Servicing Records which are in Seller’s or Servicer’s possession, as applicable, and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) The payment of servicing fees under the Servicing Agreement shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights due to the servicing, other than Seller’s rights Buyer under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerTransaction Documents.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Colony NorthStar Credit Real Estate, Inc.)
Servicing. (a) Master Seller, on behalf of itself and each Series Seller, and Buyer agree that all Servicing Rights with respect to the Purchased Loans will be transferred hereunder to Buyer on the applicable Purchase Date and such 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 purchase transfer of Servicing Rights to Buyer, Master Seller, on behalf of itself and sale 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 Assets herebyLoans (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, Servicer 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 a any other third party servicer otherwise approved by Buyer shall in writing (a “Servicer”) may service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer in accordance with the terms and conditions of the servicing agreement in effect for each such Servicer, provided that each such servicing agreement shall have been approved in writing by Buyer in its commercially reasonable discretion (each such servicing agreement approved by Buyer, a “Servicing Agreement” and, if Buyer collectively, the “Servicing Agreements”); and provided, further, that any such Servicer shall exercise 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 pledge or hypothecate sell such Purchased Loans on a servicing-released basis and to terminate the Serviced Assets prior term of such Servicing Rights with respect to the Repurchase Date any Purchased Loans sold by Buyer from and after an Event of Default pursuant to Article 7, for the benefit its exercise of Buyer’s assignsremedies pursuant to Section 13 hereof. Master Seller shall service or cause Servicer the Purchased Loans to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer be serviced in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment discretion and maintained practiced by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced AssetsPurchased 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, howeverthat, to the extent the Purchased Loan Documents require that the obligations of Seller to service any holder of the Serviced Assets shall cease, at Buyer’s option, upon the earliest related Purchased Loan exercise a certain standard of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment discretion with respect to any Purchased Assetsuch Material Action, sell any Purchased Asset (except Buyer shall exercise the same standard of discretion in accordance with providing or withholding its consent to the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyersame.
(b) Seller Master Seller, on behalf of itself and each Series Seller, agrees that Buyer is the owner of all of Seller’s right, title and interest, if any, in and to all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (collectively, the “Servicing Records”) so long as the Purchased Assets Loans are subject to Transactions under this Agreement. Seller 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 Assets Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 Section 28 and any other obligation of Seller to Buyer. Seller covenants to safeguard 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 Buyer’s requestupon the occurrence and during the continuance of an Event of Default.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 and any terms in the applicable Servicing Agreements approved by Buyer (i) in the case of a Facility Event of Default, sell its right rights to any or all of the Purchased Loans (or in the case of a Transaction Event of Default, sell its rights to the affected Purchased Assets Loan(s)) on a servicing released basis or (ii) in the case of a Facility Event of Default, terminate Seller, any Servicer or any sub-servicer of any or all of the Purchased Assets Loans (or in the case of a Transaction Event of Default, terminate the Servicer and sub-servicer, if any, for the affected Purchased Loan(s)), with or without cause, in each case without payment of any termination fee. Seller shall cause each Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service such Purchased Loans to the successor servicer, including requiring such Servicer to (i) promptly transfer all data in its possession relating to the applicable Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Purchased Loan File and all other files, records, correspondence and documents in its possession relating to the applicable Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof and the applicable Servicing Agreement, Buyer shall be entitled to injunctive relief.
(d) Seller shall not employ sub-servicers any Servicers rated below “above average” by S&P, unless such Servicer is otherwise approved by Buyer to service the Purchased Assets without the prior written approval Loans (it being acknowledged and agreed that ▇▇▇▇▇ Fargo Bank, National Association is deemed approved by Buyer). Seller shall collaterally assign to Buyer all of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all its rights, title and interest (if any) in the under any Servicing Agreements in as a condition of allowing the Purchased Assets Loans to Buyer.
(e) Seller be serviced by such Servicer and shall cause all servicers (other than Servicer) and sub-servicers each such Servicer engaged by Seller to execute a Servicer Notice and Agreement with Buyer acknowledging Buyer’s security interest and interest, agreeing that each servicer and/or sub-servicer it shall immediately transfer deposit all Available Income with respect and any other sums required to be remitted to the holder of the Purchased Assets Loans under related Purchased Loan Documents to Servicer the Depository for deposit into in the Depository Account, and Cash Management Account as set forth in Section 5 hereof or as otherwise directed in a written notice signed by Buyer for so long as a such Purchased Asset Loan is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under and acknowledging Buyer’s rights to terminate servicing as otherwise set forth above in this Agreement with regard to such Purchased Asset other than as specifically directed by BuyerSection 28.
(fe) The If Servicer is an Affiliate of Seller or Guarantor, the payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Colony Credit Real Estate, Inc.)
Servicing. (a) Each Seller and Buyer agree that all Servicing Rights with respect to the Purchased Loans will be transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to the applicable Seller upon such Seller’s payment of the Repurchase Price for such Purchased Loans. Notwithstanding the purchase transfer and sale pledge of Servicing Rights to Buyer, the applicable Seller shall be entitled to exercise all discretion with respect to any directions or consents to be given to the Servicer of the Purchased Assets herebyLoans (other than Material Modifications of the Purchased Loans) and to appoint a servicer for each Purchased Loan subject to the prior written consent of Buyer, Sellerwhich consent may be given by Buyer in its reasonable discretion; provided, Servicer however, that upon the occurrence and during the continuance of an Event of Default, each Seller Party’s rights to exercise such discretion with respect to 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 Loan Documents constituting a Material Modification shall require Buyer’s prior written consent in accordance with Section 7(e) of this Agreement. Buyer hereby agrees that KeyBank National Association (“KeyBank”), or any other third party servicer otherwise approved by Buyer shall in writing (KeyBank or any such third party servicer, a “Servicer”) may service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer in accordance with the terms and conditions of the servicing agreement in effect for each such Servicer, provided that each such Servicing Agreement shall have been approved in writing by Buyer in its sole and absolute discretion applied in good faith and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date Purchased Loans pursuant to Article 7Section 8, for the benefit of Buyer’s assigns (each such servicing agreement that has been 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, agreeing that it shall deposit all Available Income and any other sums required to be remitted to the holder of the Purchased Loans under the related 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 so long as such Purchased Loan is subject to this Agreement, and Buyer’s right to terminate the term of such servicing rights with respect to any Purchased Loans from and after an Event of Default. Each Seller shall service or cause Servicer the Purchased Loans to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer be serviced in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerPractices.
(b) Seller Sellers agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (collectively, the “Servicing Records”) of Purchased Loans so long as the Purchased Assets Loans are subject to this Agreement. Seller grants Buyer a security interest in Sellers covenant to safeguard all servicing fees and rights Servicing Records relating to the Purchased Assets and all Servicing Records to secure the obligation of Loans (if any are in a Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records Parties’ possession) and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 and any terms in the applicable Servicing Agreements approved by Buyer (i) sell its right rights to any or all of the Purchased Assets Loans on a servicing released basis or (ii) terminate Seller, any Servicer or any sub-servicer of any or all of the Purchased Assets Loans, with or without cause, in each case without payment of any termination fee. Each Seller shall cause each Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service such Purchased Loans to the successor servicer, including requiring such Servicer to (i) promptly transfer all data in its possession relating to the applicable Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Loan File and all other files, records, correspondence and documents in its possession relating to the applicable Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Loans. Each Seller agrees that if any Seller Party or any such Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof and the Servicing Agreement, Buyer will be irreparably harmed and entitled to injunctive relief.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the payment of Qualified Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerExpenses.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Servicing. (a) Notwithstanding Each servicer of any Purchased Asset (including, without limitation, the purchase Repo Servicer and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer Primary Servicer) shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyerand ▇▇▇▇▇’s successors and assigns. Seller shall service or cause each such servicer (including, without limitation, the Repo Servicer and the Primary Servicer) to service the Serviced Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(d), no servicer (including, without limitation, the exercise Repo Servicer and the Primary Servicer) of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Purchased Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment with respect to any Purchased Asset, sell any Purchased Asset (except described in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer7(d).
(b) Seller agrees that Buyer is the owner of all Servicing Rights, servicing records, including including, but not limited to to, any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim limitation, the Primary Servicing Agreement” with Servicer, the Repo Servicing Agreement or any other servicing and/or subservicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing and/or subservicing 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or and/or (ii) terminate SellerPrimary Servicer, Repo Servicer or any other servicer or sub-servicer of the Purchased Assets (including, without limitation, Seller, in its capacity as servicer of the Purchased Assets), with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement or Repo Servicer pursuant to the Repo Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by a sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements servicing agreements in the Purchased Assets to Buyer.
(e) . Seller shall cause all servicers (other than the Repo Servicer (including, without limitation, the Primary Servicer) and sub-servicers engaged by Seller to execute a the Servicer Notice with Buyer acknowledging Buyer’s ownership of the Purchased Assets and Servicing Rights and Buyer’s security interest and agreeing that each servicer and/or sub-sub servicer shall immediately transfer all Income and other amounts with respect to the Purchased Assets to Buyer in accordance with this Agreement, the Servicing Agreement and the Servicer for deposit into the Depository AccountNotice, as applicable, and so long as a any Purchased Asset is subject to a Transactionowned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including the Repo Servicer and Primary Servicer) or any sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer. Seller shall cause each Servicing Agreement (including the Repo Servicing Agreement) to be consistent with the terms of this Agreement and each Servicer (including the Repo Servicer) to comply with such terms.
(fe) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(gf) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to of the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerBuyer.
(hg) Contemporaneously with the execution of this Agreement on the Closing Date, Buyer, Seller and Repo Servicer shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to enter into the Purchased AssetRepo Servicing Agreement.
Appears in 1 contract
Sources: Master Repurchase Agreement (Lument Finance Trust, Inc.)
Servicing. (a) 26.1 Notwithstanding the purchase and sale of the Purchased Assets Loans hereby, Sellersubject to Section 26.3, the Servicer or a third party servicer approved by Buyer shall continue to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of the Buyer and, if the Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Purchased Loans prior to the Repurchase Termination Date pursuant to Article Section 7, for the benefit of Buyer’s 's assigns. Seller shall service or cause the Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer Purchased Loans in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, Practices.
26.2 Seller agrees that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or owns all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “"Servicing Agreements”''), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (the “"Servicing Records”") so long as the Purchased Assets Loans are subject to this Agreement. To the extent that Seller is the Servicer, Seller grants the Buyer a security interest in all servicing fees and rights relating to the Purchased Assets Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to the Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Buyer or its designee (including the Custodian) at the Buyer’s 's request.
(c) 26.3 Upon the occurrence and during the continuance of an Event of Default, the Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Loans on a servicing servicing-released basis or basis, (ii) terminate Seller, Servicer if Seller (or any sub-servicer Affiliate of Seller) is the Servicer, terminate the Servicer of the Purchased Assets Loans, with or without cause, in each case without payment of any termination fee.
fee and (diii) Seller shall not employ sub-servicers to service if the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets Loans are serviced by a subthird-servicerparty Servicer, terminate, or otherwise exercise such rights with respect to, the Servicer in accordance with the applicable Servicing Agreement.
26.4 With respect to each Purchased Loan, Seller shall, hereby irrevocably assign assigns to the Buyer all rightsof Seller's right, title and interest (if any) in in, to and under the applicable Servicing Agreements in the Purchased Assets to BuyerAgreement.
(e) 26.5 Seller shall cause all servicers (other than Servicer) and sub-servicers each Servicer engaged by Seller to execute a servicer notice and agreement in the form of Exhibit IX attached hereto (a "Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer Agreement" ), pursuant to which such Servicer (i) agrees to deposit all Income with in respect to of the Purchased Assets to Servicer for deposit Loans serviced by it directly into the Depository AccountCash Management Account and (ii) acknowledges the Buyer's rights under Section 26.2, Section 26.3 and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller Section 26.4 of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (CBRE Realty Finance Inc)
Servicing. (a) Notwithstanding The parties hereto agree and acknowledge that the purchase Purchased Assets will be sold by Seller to Buyer on a servicing released basis. In furtherance of the foregoing, Seller and sale 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 herebyand 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, Sellerprior to an Event of Default, Seller may retain, on behalf of Buyer, Servicer or a third party servicer approved by Buyer shall to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit on behalf of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations obligation of Seller Servicer to service any Purchased Asset for the benefit of the Serviced Assets or on behalf of Buyer as aforesaid shall cease, at Buyer’s option, cease upon the earliest repurchase of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any such Purchased Asset (except by Seller in accordance with the terms and conditions provisions of Article 3(e) hereof) this Agreement or as otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer provided in each such instance and receiving the prior written consent of BuyerServicer Acknowledgement.
(b) Seller agrees that Buyer that, as between Seller and Buyer, ▇▇▇▇▇ is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon Seller shall not, and shall not provide consent to Servicer to, employ any other sub- servicers to service the occurrence 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) Seller shall cause Servicer to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the Purchased Assets and during the continuance Servicing Agreement and agreeing that Servicer shall deposit or, as applicable, shall cause to be deposited, all Income with respect to the Purchased Assets in the Controlled Account, all in such manner as shall be reasonably acceptable to Buyer. LEGAL_AMERICAS # 600321163.3
(e) To the extent applicable, Seller shall cause the Servicing Agreement or the Servicing Acknowledgment to permit Buyer to inspect Servicer’s servicing facilities for the purpose of an Event of Default, satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided in this Agreement.
(f) Buyer may, in its sole discretiondiscretion if an Event of Default shall have occurred and be continuing, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder, ▇▇▇▇▇ shall not employ sub-servicers have the right immediately to terminate Servicer’s right to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementpenalty or termination fee.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets Loans hereby, Seller, Servicer or a third party servicer approved by Buyer Seller shall service continue to cause the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) to be serviced for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets Purchased Loans prior to the Repurchase Date pursuant to Article 7Section 8, for the benefit of Buyer’s 's assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “"Servicing Agreements”"), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (the “"Servicing Records”") so long as the Purchased Assets Loans are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights of Seller relating to the Purchased Assets Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s 's request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Loans on a servicing released basis or (ii) terminate Seller, Servicer Seller or any sub-servicer of the Purchased Assets Loans with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets Loans without the prior written approval of Buyer. If the Purchased Assets Loans are serviced by a sub-servicer, Seller shall, shall irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets Loans to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and any sub-servicers engaged by Seller to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s 's security interest and agreeing that each servicer and/or sub-servicer it shall immediately transfer deposit all Income with respect to the Purchased Assets to Servicer for deposit into Loans in the Depository Collection Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The To the extent permitted under the servicing agreement the payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For The servicer shall service and administer the avoidance of doubt, Purchased Loans in accordance with prudent commercial mortgage loan servicing standards and procedures generally accepted in the commercial mortgage industry. Seller retains no economic rights acknowledges that Seller and any operating advisor or special servicer designated by Seller shall be subject to the servicingterms of any applicable intercreditor agreements, other than Seller’s rights under the Servicing Agreement loan coordination agreements, pooling and servicing agreements or any other servicing similar agreements governing the rights of, and limitations on, senior and subordinated lenders. Seller shall use its reasonable best efforts to provide Buyer with notice of any modification agreement related (including modifications to the servicing standards and procedures) simultaneously with entering into any agreement modifying the terms of a Purchased Assets. As such, Seller expressly acknowledges Loan or the related servicing agreement; provided that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written Buyer with notice of such modification agreement no later than five (5) Business Days after such modification agreement becomes effective. In the event that (i) any such modification agreement is executed and is not satisfactory to Buyer or (ii) Seller fails to give notice of such modification agreement to Buyer, Buyer shall be entitled (with notice to Buyer of any proposed servicing-Seller) to terminate the Transaction affected by such Transaction under this Agreement and the Repurchase Date shall be deemed to immediately occur for such Transactions; provided that the related decision with regard to the Purchased Assetmodification shall be material.
Appears in 1 contract
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, The Seller, on Buyer’s behalf, shall contract with Servicer to, or a third party servicer approved by Buyer shall if the Seller is the Servicer, the Seller shall, service the Purchased Assets Mortgage Loans consistent with the degree of skill and care that are Eligible the Seller customarily requires with respect to similar Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets Practices. The Servicer shall cease, at Buyer’s option, upon the earliest of (i) an Event of Defaultcomply with all applicable Federal, or State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the delivery by rights of Buyer to Seller of at least five (5) days’ prior written notice of the decision by in any Purchased Mortgage Loans or any payment thereunder. Buyer to transfer may terminate the servicing rights of any or all of Purchased Mortgage Loan with the Serviced Assets to either Servicer or another third party then existing servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(eSection 16(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) The Seller agrees that Buyer is shall cause the owner of Servicer to hold or cause to be held all servicing records, including but not limited escrow funds collected by the Seller with respect to any Purchased Mortgage Loans in trust accounts and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, shall apply the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing same for 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard purposes for which such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s requestfunds were collected.
(c) Upon The Seller shall cause the occurrence and during Servicer to deposit all collections received by the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Seller on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer account of the Purchased Assets with or without cause, Mortgage Loans in each case without payment of any termination feethe Collection Account no later than two Business Days following receipt.
(d) The Seller shall not employ sub-servicers provide promptly to service Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in such Purchased Mortgage Loans and the Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title Mortgage Loans and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyerany related Income with respect thereto.
(e) Upon the occurrence of a Default or Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans without payment of any penalty or termination fee. The Seller shall cause all servicers cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion.
(other than Servicerf) and sub-servicers engaged If the Seller should discover that, for any reason whatsoever, any entity responsible to the Seller by Seller contract for managing or servicing any such Purchased Mortgage Loan has failed to execute a Servicer Notice with Buyer acknowledging Buyerperform fully the Seller’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income obligations under the Repurchase Documents or any of the obligations of such entities with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans, the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by promptly notify Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Mortgageit Holdings Inc)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets herebyEach Seller Party shall, Seller, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of on Buyer’s assigns. Seller behalf, shall service contract with one (1) or cause Servicer more Servicers to service the Serviced Assets at Seller’s sole cost Underlying Mortgage Loans consistent with the degree of skill and for the benefit of Buyer care that such Servicer customarily requires with respect to similar Underlying Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets Practices. Each Servicer shall cease, at Buyer’s option, upon the earliest of (i) an Event of Defaultcomply with all applicable Federal, or State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the delivery by rights of Buyer to Seller of at least five (5) days’ prior written notice of the decision by in any Underlying Mortgage Loans or any payment thereunder. Buyer to transfer may terminate the servicing rights of any or all of Underlying Mortgage Loan with the Serviced Assets to either Servicer or another third party then existing servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(eSection 18(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Each Seller agrees that Buyer is Party shall cause the owner of related Servicer to hold or cause to be held all servicing records, including but not limited escrow funds collected by such Servicer with respect to any Underlying Mortgage Loans in trust accounts and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, shall apply the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing same for 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard purposes for which such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s requestfunds were collected.
(c) Upon Each Seller Party shall cause the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right related Servicer to the Purchased Assets deposit all collections received by such Servicer on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer account of the Purchased Assets with or without cause, Underlying Mortgage Loans in each case without payment of any termination feethe Collection Account no later than two (2) Business Days following receipt.
(d) Each Seller Party shall not employ sub-servicers provide promptly to service Buyer (i) a Servicer Notice addressed to and agreed to by the Purchased Assets Servicer of the related Underlying Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without the prior written approval limitation, recognition by such Servicer of Buyer. If ’s interest in such Underlying Mortgage Loans and such Servicer’s agreement that upon receipt of notice of a Servicer Termination Event from Buyer, it will follow the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title instructions of Buyer with respect to the Underlying Mortgage Loans and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyerany related Income with respect thereto.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute Upon the occurrence of a Default or Event of Default hereunder or a Servicer Notice with Termination Event, Buyer acknowledging Buyershall have the right to immediately terminate upon written notice the related Servicer’s security interest and agreeing that each right to service the Underlying Mortgage Loans without payment of any penalty or termination fee. Each Seller Party shall cooperate in transferring the servicing of the Underlying Mortgage Loans to a successor servicer and/or sub-servicer shall immediately transfer all Income with respect appointed by Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by the Purchased Assets to Servicer for deposit into the Depository Account, and so long Buyer as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller result of an Event of Default under shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment If any Seller Party should discover that, for any reason whatsoever, any entity responsible to such Seller Party by contract for managing or servicing any such Underlying Mortgage Loan has failed to perform fully such Seller Party’s obligations under the Facility Documents or any of servicing fees the obligations of such entities with respect to the Underlying Mortgage Loans and such failure has not been promptly remedied, such Seller Party shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementpromptly notify Buyer.
(g) For the avoidance of doubt, no Seller Party retains no economic rights to the servicing, other than Seller’s rights under servicing of the Servicing Agreement or any other servicing agreement related to the Purchased AssetsUnderlying Mortgage Loans. As such, each Seller Party expressly acknowledges that the Purchased Assets are Asset (including all related Underlying Mortgage Loans) is sold to Buyer on a “servicing released” basis with such servicing retained by the Servicerbasis.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Servicing. (a) Notwithstanding With respect to the purchase Servicing Rights appurtenant to each Purchased Loan, the Buyer shall own, and sale the Seller shall deliver, such Servicing Rights to the Buyer on the related Purchase Date. The Seller covenants to maintain or cause the servicing of the Purchased Assets herebyLoans to be maintained in conformity with Accepted Servicing Practices. The Seller and the Buyer hereby agree and confirm that from and after the date hereof, Seller, Servicer or a third party servicer only such Servicing Agreements that have been approved by Buyer shall govern the servicing of the Purchased Items and any prior agreement between the Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that the Buyer shall have received a duly executed Servicer Notice, prior to an Event of Default that has not been waived, the Seller may retain a Servicer, on behalf of the Buyer, to service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) Items for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate on behalf of the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, ; provided, however, that the obligations obligation of Seller such Servicer to service any Purchased Items for the benefit of or on behalf of Buyer as aforesaid shall cease upon the Serviced Assets repurchase of such Purchased Items Loan by Seller in accordance with the provisions of this Repurchase Agreement or as otherwise provided in the Servicer Notice In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract and the related Servicing Rights shall cease, at Buyer’s option, terminate automatically upon the earliest of (i) an Event of Default, or (ii) [***] after the delivery by Buyer to Effective Date, and every [***] thereafter, in each case, unless the Seller of at least five (5) days’ prior receives written notice of non-termination from the decision Buyer prior to the end of such [***] period, (iii) the date on which all the Repurchase Obligations have been paid in full or (iv) the transfer of servicing approved by Buyer to transfer the servicing rights of Seller. Upon any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either casesuch termination, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance comply with the terms requirements set forth in Section 7.31 as to the delivery of the Servicing Records and conditions the physical servicing of Article 3(e) hereof) or otherwise restructure any each Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerLoan.
(b) Upon any termination of the Seller, or Servicer as the servicer, the Seller shall deliver (or cause the related Servicer to deliver) the Servicing Records (as defined below) and, to the extent applicable, the physical and contractual servicing of each Purchased Item to the Buyer or its designee within thirty (30) days of such termination of the Seller, or Servicer as the servicer. The Seller’s, or Servicer’s transfer of the Servicing Rights, Servicing Records and the physical and contractual servicing shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”).
(c) During the period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees that the Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 Purchased Assets Loans (the “Servicing Records”), and (ii) so long as the Purchased Assets are subject to this Agreement. Seller grants the Buyer a security interest in all servicing fees and rights relating to the Purchased Assets Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Article 26 Section 14.22 and any other obligation of the Seller to the Buyer. At all times during the term of this Repurchase Agreement, the Seller covenants to safeguard hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Buyer or its designee (including the Custodian) at the Buyer’s request.
(c) Upon request or otherwise as required by operation of Section 7.31 hereof. It is understood and agreed by the occurrence and during the continuance of parties that prior to an Event of Default, Buyer maythe Seller, in its sole discretion, (i) sell its right as servicer shall retain the servicing fees with respect to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination feeLoans.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are Loans are, at any time during the term of this Repurchase Agreement, serviced by a sub-third party servicer (such third party servicer, the “Servicer”), such Servicer must be acceptable to RHS, F▇▇▇▇▇ M▇▇, F▇▇▇▇▇▇ Mac, FHA or VA, as applicable, and each Seller shall(i) shall provide a copy of the servicing agreement to the Buyer, irrevocably assign all rightswhich shall be in form and substance acceptable to the Buyer (the “Servicing Agreement”), title and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit Error! Reference source not found. hereto (a “Servicer Notice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 14.22(d), shall be subject to the Buyer’s ownership and security interest (if any) in the Servicing Agreements Rights, (including, without limitation, the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Purchased Assets Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 14.22(d).
(e) If the servicer of the Purchased Loans is the Seller or the Servicer is an Affiliate of the Seller, the Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect provide to the Purchased Assets Buyer a letter from the Seller or the Servicer, as the case may be, to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller effect that upon the occurrence of an Event of Default under this Agreementthat has not been waived, each such servicer the Buyer may terminate any Servicing Agreement and in any event transfer servicing to the Buyer’s designee, at no cost or sub-servicer shall take no action under this expense to the Buyer, it being agreed that the Seller will pay any and all fees required to terminate the Servicing Agreement with regard and to such Purchased Asset other than as specifically directed by effectuate the transfer of servicing to the designee of the Buyer.
(f) In addition to the rights provided in Section 14.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon sixty (60) days prior written notice, to the Seller or the Servicer, as applicable, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Buyer or its designee, at no cost or expense to the Buyer. The payment Seller agrees to cooperate with the Buyer in connection with the transfer of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementservicing.
(g) For After the avoidance of doubtPurchase Date for any Purchased Loan, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the until such Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained Loan is repurchased by the ServicerSeller and possession thereof is relinquished by the Custodian, the Seller will have no right to modify or alter the terms of such Purchased Loan and the Seller will have no obligation or right to repossess such Purchased Loan or substitute another Purchased Loan, except as provided in the Custodial and Disbursement Agreement.
(h) In the event the Seller or its Affiliate is servicing the Purchased Loans, the Seller shall permit the Buyer from time to time to inspect the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement.
(i) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Seller’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s servicing facilities including without limitation its books and records with respect to the Seller’s servicing portfolio and the Purchased Loans. In addition to the foregoing, the Seller shall permit the Buyer to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Repurchase Agreement. In addition, with respect to any Servicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Servicer and to cause such Servicer to cooperate with the Buyer and/or its designees in connection with any proposed servicingdue diligence performed by the Buyer and/or such designees in accordance with this Section 14.22(i). The Seller and the Buyer further agree that all reasonable out-related decision of-pocket costs and expenses incurred by the Buyer in connection with regard any due diligence or inspection performed pursuant to this Section 14.22(i) shall be paid by the Purchased AssetBuyer.
Appears in 1 contract
Sources: Master Repurchase Agreement (Home Point Capital Inc.)
Servicing. (a) Notwithstanding Seller/Servicer shall continue to comply with its Servicing Obligations for all Mortgages (including, without limitation, the purchase and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”Settlement Mortgages) for which it is the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms applicable Purchase Documents, notwithstanding the release, waiver and conditions discharge of Article 3(e) hereof) Released Obligations and Claims under this Agreement, and the failure to do so shall entitle ▇▇▇▇▇▇▇ Mac to exercise any and all of its available remedies under the Purchase Documents, at law, in equity and otherwise. Nothing in this Agreement shall modify or otherwise restructure any Purchased Asset extinguish, or accept any discounted payoff shall be construed to modify or extinguish, the covenants, representations, warranties, or other obligations or agreements of Seller/Servicer regarding the Servicing Obligations, the rights and remedies of ▇▇▇▇▇▇▇ Mac with respect thereto, or the rights and remedies of Seller/Servicer related to the Servicing of Mortgages by Seller/Servicer under the Purchase Documents including, but not limited to, rights and remedies in the normal course of business with ▇▇▇▇▇▇▇ Mac (for example, but not by limitation, any rights of Seller/Servicer to be paid or reimbursed under the Purchase Documents in the normal course of business, including, without first having given prior notice thereof limitation, the right to Buyer in each such instance and receiving the prior written consent reimbursement by ▇▇▇▇▇▇▇ Mac of Buyercertain Servicing advances).
(b) Seller agrees The Parties acknowledge and agree that Buyer it is possible for a Servicing Obligation to relate to the owner same general subject matter or set of all servicing recordsfacts or circumstances as a Released Obligation and Claim, including but not limited such that, for example, a failure to any comply with an obligation that resulted in a breach of Selling Representations and all servicing agreements and pooling and servicing agreements (includingWarranties to ▇▇▇▇▇▇▇ Mac in connection with the sale of a Mortgage could also result in a breach of one or more Servicing Obligations, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, particularly if the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating Seller/Servicer contributes to or evidencing fails to remedy the servicing facts or circumstances underlying the breach of Purchased Assets (the “Selling Representations and Warranties as required under the Purchase Documents. In such cases, Seller/Servicer shall continue to be liable for such Servicing Records”) so long as Obligations in accordance with the Purchased Assets are subject to remedy provisions set forth in the Purchase Documents without release under this Agreement. Seller grants Buyer The following is an example of the foregoing, it being understood that the following is illustrative only and in no way limits Seller/Servicer’s Servicing Obligations: if a security interest in all servicing fees and rights Mortgage failed to satisfy requirements under the Purchase Documents relating to the Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer hazard insurance as of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Accountapplicable Funding Date, and so long as Seller/Servicer subsequently failed to cause hazard insurance to be obtained in accordance with the requirements under the applicable Purchase Documents, the failure of such Mortgage to have hazard insurance in compliance with requirements under the Purchase Documents could become, with the passage of time, a Purchased Asset is subject to breach of a TransactionServicing Obligation, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action which Seller/Servicer would not be released under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights but only to the servicing, other than Seller’s rights under the extent it is a breach of a Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerObligation.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Settlement Agreement (Citigroup Inc)
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Purchaser on a third party servicer approved by Buyer shall service “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets that are Eligible Loans (such Purchased Assetssubject to this Agreement. Notwithstanding the foregoing, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service 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 Serviced Assets Purchased Assets, 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 Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possiblePurchaser. Notwithstanding the foregoing, neither Seller nor Servicer shall not take any action or effect any modification or amendment to any Purchased Asset, sell of any Purchased Asset (except which in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, each case is a Significant Modification without first having given prior notice thereof to Buyer Purchaser in each such instance and receiving the prior written consent of BuyerPurchaser. If the holder of any Purchased Assets is not the Controlling Holder (to the extent permitted hereunder), for so long as any Affiliate of Seller is the holder of, or has the right to exercise any control rights with respect to, any Companion Interest or the related Mortgage Loan (including, without limitation, as holder of a controlling class in a securitization), no such Affiliate shall take any action or effect any modification or amendment of such Companion Interests or the related Mortgage 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 prior written consent of Purchaser. If Seller or any Affiliate of Seller effects any Significant Modification with respect to any Purchased Assetin violation of the foregoing provisions without prior written consent of Purchaser then suchthe applicable Purchased Asset shall cease to be an Eligible Asset.
(b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 29(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. S▇▇▇▇▇ agrees to cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the affected Purchased Assets to another Servicer designated by Purchaser as expeditiously as possible.
(c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of a default by Servicer under the Servicing 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 Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the servicing agreements with such sub-servicer to Purchaser.
(e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. 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 P▇▇▇▇▇▇▇▇ in accordance with the Servicer Letter.
(f) Seller agrees that Buyer Purchaser is the owner of all servicing recordsrecords related to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at BuyerPurchaser’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) The payment of servicing fees shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights due to the servicing, other than Seller’s rights Purchaser under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerTransaction Documents.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.)
Servicing. (a) Notwithstanding a. Sellers, on Buyer’s behalf, shall contract with Servicer to, or if a Seller is the purchase and sale of the Purchased Assets herebyServicer, Sellersuch Seller shall, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets Mortgage Loans consistent with the degree of skill and care that are Eligible Sellers customarily require with respect to similar Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the exercise servicing of its reasonable business judgment and maintained any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof.
▇. ▇▇▇▇▇▇▇ shall cause the Servicer to hold or cause to be held all escrow funds collected by other prudent mortgage or mezzanine lenders Servicer with respect to mortgage and/or mezzanine loans similar any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected.
▇. ▇▇▇▇▇▇▇ shall cause the Servicer to deposit all collections received by Servicer on the Serviced Assets, 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 obligations of Seller Collection Account on or prior to service any of the Serviced Assets shall cease, at day on which such remittance is to occur.
d. Upon Buyer’s optionrequest, upon the earliest of Sellers shall provide promptly to Buyer (i) an Event of Default, or (ii) a Servicer Notice addressed to and agreed to by the delivery by Buyer to Seller of at least five (5) days’ prior written notice Servicer of the decision by related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either casemay reasonably request, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectivelylimitation, recognition by the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies Servicer 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 Buyer’s interest in all servicing fees such Purchased Mortgage Loans and rights relating to the Purchased Assets and all Servicing Records to secure the obligation Servicer’s agreement that upon receipt of Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance notice of an Event of DefaultDefault from Buyer, it will follow the instructions of Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans and any related Income with respect thereto.
e. Upon the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller occurrence of an Event of Default hereunder or a material default under this the Servicing Agreement, each such servicer or sub-servicer Buyer shall take no action under this Agreement with regard have the right to such immediately terminate the Servicer’s right to service the Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Sellers and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion.
f. If Sellers should discover that, for any reason whatsoever, Sellers or any other entity responsible to Sellers for managing or servicing agreement related any such Purchased Mortgage Loan have failed to perform fully Sellers’ obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Assets. As suchMortgage Loans, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerSellers shall promptly notify Buyer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Servicing. (a) Notwithstanding the purchase The parties hereto agree and sale of acknowledge that the Purchased Assets hereby, Seller, Servicer or are sold to Purchaser on a third party servicer approved by Buyer shall service “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets that are Eligible Loans (such Purchased Assetssubject to this Agreement. Notwithstanding the foregoing, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service 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 Serviced Purchased Assets 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 Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possiblePurchaser. Notwithstanding the foregoing, neither Seller nor Servicer any Affiliate thereof shall take any action or effect any modification or amendment to any Purchased Assetof, sell or waiver under, any Purchased Asset (except which in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, each case is a Significant Modification without first having given prior notice thereof to Buyer Purchaser in each such instance and receiving the prior written consent of Buyer.Purchaser. For any Purchased Asset which is a Senior Note or Senior Participation Interest and the holder of which is not the Controlling Holder, for so long as any Affiliate of Seller is the holder of, or has the right to exercise any control rights with respect to any Companion Interest or the related Mortgage Loan and/or Mezzanine Loan (including, without limitation, as holder of 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 prior written consent of Purchaser. 159 BUSINESS.32732337.7
(b) The obligation of 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 in accordance with Article 29(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer in accordance with the terms of this Agreement. ▇▇▇▇▇▇ agrees to reasonably cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of any Servicer, if no Event of Default shall have occurred and be continuing, 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 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 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 agreements with such sub-servicer to Purchaser.
(e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. 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 Buyer Purchaser, upon its purchase of the Purchased Assets in accordance with this Agreement is the owner of all servicing recordsrecords related to the Purchased Assets, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim the Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to (or to use commercially reasonable efforts to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at BuyerPurchaser’s request.. 160 BUSINESS.32732337.7
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(fg) The payment of servicing fees shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights due to the servicing, other than Seller’s rights Purchaser under the Servicing Agreement or any other servicing agreement related to the Purchased AssetsTransaction Documents. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.161 BUSINESS.32732337.7
Appears in 1 contract
Sources: Master Repurchase Agreement (Franklin BSP Real Estate Debt, Inc.)
Servicing. a. Seller, on Buyer’s behalf, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, interim service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (ai) Notwithstanding comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the purchase rights of Buyer in any Mortgage Loans or any payment thereunder.
b. Seller shall, or shall cause the Servicer to, hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in segregated trust accounts, separate and sale apart from any of Seller’s corporate funds, and shall apply the same for the purposes for which such funds were collected.
c. Seller shall, or shall cause the Servicer to, deposit all Income, excluding any prepayments in full as set forth in Section 7(d), received by Servicer on the Purchased Assets in the Collection Account no later than the fifth (5th) Business Day following receipt; provided, however, that any amounts required to be remitted to Buyer shall be deposited in the Collection Account on or prior to the day on which such remittance is to occur. Any such amounts deposited in the Collection Account shall then be remitted to the Settlement Account on a monthly basis, on the fifth (5th) calendar day (or next succeeding Business Day in the event that any such calendar day is not a Business Day), and on any other day Buyer directs such a transfer in its discretion.
d. If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller, or if the servicing of any Purchased Mortgage Loan is to be transferred from Seller to a Servicer other than Seller, Seller shall, prior to such Purchase Date or servicing transfer date, as applicable, provide to Buyer the related Servicing Agreement and a servicer notice or letter agreement, executed by Buyer, Seller and such Servicer (each, a “Servicer Side Letter”), in form and substance substantially similar to Exhibit F hereto.
e. The Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee, Seller and the Servicer shall cooperate in transferring the servicing and all Records of the Purchased Assets hereby, Seller, Servicer or Mortgage Loans to a third party successor servicer approved appointed by Buyer in its discretion.
f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller’s obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify 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 (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. Upon termination, the Servicer shall transfer servicing, including, without limitation, delivery of all servicing files to the designee of the Buyer. The Servicer’s delivery of servicing files shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After the servicing terminates and until the servicing transfer date, the Servicer shall service the Purchased Assets that are Eligible Mortgage Loans (such Purchased Assets, “Serviced Assets”) for in accordance with the benefit terms of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost 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, (i) provide Buyer with the related Servicing Agreement pursuant to which such subservicer shall service such Mortgage Loans, which Servicing Agreement shall be acceptable to Buyer in accordance with Accepted Servicing Practices approved by Buyer all respects, (ii) obtain Buyer’s prior written consent to the use of such subservicer in the exercise performance of its reasonable business judgment such servicing duties and maintained by other prudent mortgage or mezzanine lenders 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 mortgage and/or mezzanine loans similar such subservicer. 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 the Serviced Assets, provided, howeveragree and acknowledge, that Buyer or its designees shall have the obligations of Seller right to service any conduct examinations and audits of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject Mortgage Loans. Buyer shall also have the right to this Agreement. Seller grants Buyer a security interest in obtain copies of all servicing fees Records and rights files of the Servicer relating to the Purchased Assets and Assets, including all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right documents relating to the Purchased Assets on a Mortgage Loans and the servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination feethereof.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Home Point Capital Inc.)
Servicing. (a) Notwithstanding Each servicer of any Purchased Asset (including, without limitation, the purchase Repo Servicer and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer Primary Servicer) shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyerand ▇▇▇▇▇’s successors and assigns. Seller shall service or cause each such servicer (including, without limitation, the Repo Servicer and the Primary Servicer) to service the Serviced Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(d), no servicer (including, without limitation, the exercise Repo Servicer and the Primary Servicer) of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Purchased Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment with respect to any Purchased Asset, sell any Purchased Asset (except described in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer7(d).
(b) Seller agrees that Buyer is the owner of all Servicing Rights, servicing records, including including, but not limited to to, any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim limitation, the Primary Servicing Agreement” with Servicer, the Repo Servicing Agreement or any other servicing and/or subservicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing and/or subservicing 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or and/or (ii) terminate SellerPrimary Servicer, Repo Servicer or any other servicer or sub-servicer of the Purchased Assets (including, without limitation, Seller, in its capacity as servicer of the Purchased Assets), with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement or Repo Servicer pursuant to the Repo Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by a sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements servicing agreements in the Purchased Assets to Buyer.
(e) . Seller shall cause all servicers (other than the Repo Servicer (including, without limitation, the Primary Servicer) and sub-servicers engaged by Seller to execute a the Servicer Notice with Buyer acknowledging Buyer’s ownership of the Purchased Assets and Servicing Rights and Buyer’s security interest and agreeing that each servicer and/or sub-sub servicer shall immediately transfer all Income and other amounts with respect to the Purchased Assets to Servicer for deposit into Buyer in accordance with the Depository Account, applicable Servicing Agreement and so long as a any Purchased Asset is subject to a Transactionowned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including the Repo Servicer and Primary Servicer) or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer. Seller shall cause each Servicing Agreement (including the Repo Servicing Agreement) to be consistent with the terms of this Agreement and each Servicer (including the Repo Servicer) to comply with such terms.
(fe) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(gf) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to of the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerBuyer.
(hg) Contemporaneously with the execution of this Agreement on the date hereof, Buyer, Seller and Repo Servicer shall provide enter into the Repo Servicing Agreement. The Repo Servicing Agreement shall automatically terminate on the (thirtieth) 30th day following its execution and at the end of each thirty (30) day period thereafter, unless, in each case, Buyer shall agree, by prior written notice to Buyer the Repo Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days. Neither Seller nor Repo Servicer may assign its rights or obligations under the Repo Servicing Agreement without the prior written consent of any proposed servicing-related decision with regard to the Purchased AssetBuyer.
Appears in 1 contract
Sources: Master Repurchase Agreement (Claros Mortgage Trust, Inc.)
Servicing. (a) Notwithstanding The Sellers, on Buyer's behalf, shall contract with Servicer to, or if a Seller is the purchase and sale of the Purchased Assets herebyServicer, Sellersuch Seller shall, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets MH Loans consistent with the degree of skill and care that are Eligible such Seller customarily requires with respect to similar MH Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets Practices. The Servicer shall cease, at Buyer’s option, upon the earliest of (i) an Event of Defaultcomply with all applicable Federal, or State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the delivery by rights of Buyer to Seller of at least five (5) days’ prior written notice of the decision by in any Purchased MH Loans or any payment thereunder. Buyer to transfer may terminate the servicing rights of any or all of Purchased MH Loan with the Serviced Assets to either Servicer or another third party then existing servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(eSection 16(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) The Seller agrees that Buyer is shall cause the owner of Servicer to hold or cause to be held all servicing records, including but not limited escrow funds collected with respect to any Purchased MH Loans and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, shall apply the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing same for 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 servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard purposes for which such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s requestfunds were collected.
(c) Upon The Seller shall cause the occurrence and during Servicer to deposit all collections received by the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Seller on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer account of the Purchased Assets with or without cause, MH Loans in each case without payment of any termination feethe Collection Account no less than once per week.
(d) Seller The Sellers shall not employ sub-servicers provide promptly to service Buyer (i) a Servicer 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 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 without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title MH Loans and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyerany related Income with respect thereto.
(e) Upon the occurrence and continuance of a Default or Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased MH Loans without payment of any penalty or termination fee. The Seller shall cause all servicers cooperate in transferring the servicing of the Purchased MH Loans to a successor servicer appointed by Buyer in its sole discretion.
(other than Servicerf) and sub-servicers engaged If the Seller should discover that, for any reason whatsoever, any entity responsible to the Seller by Seller contract for managing or servicing any such Purchased MH Loan has failed to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income perform fully the Seller's obligations under the Repurchase Documents or any of the obligations of such entities with respect to the Purchased Assets to Servicer for deposit into MH Loans in any material respect, the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by promptly notify Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Affordable Residential Communities Inc)
Servicing. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer Seller shall service continue to cause the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) and/or the Underlying Assets to be serviced for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Purchased Assets prior to the Repurchase Date pursuant to Article 7Section 8, for the benefit of Buyer’s assigns. Seller shall service or cause the Servicer to service the Serviced Purchased Assets at Seller’s sole cost and for the benefit of Buyer Underlying Assets in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Seller of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of BuyerPractices.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets and the Underlying Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights of Seller relating to the Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 26 Section 21(b) and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer Seller or any sub-servicer of the Purchased Assets and the related Underlying Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets and the related Underlying Assets without the prior written approval of Buyer. If the Purchased Assets or the Underlying Assets are serviced by a sub-servicer, Seller shall, shall irrevocably assign all rights, title and interest (if any) in the Servicing Agreements Agreement in the Purchased Assets and the related Underlying Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and any sub-servicers engaged by Seller to execute a Servicer Notice letter agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer it shall immediately transfer remit all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The To the extent permitted under the Servicing Agreement the payment of servicing fees shall be subordinate to payment of amounts outstanding under any the Transaction and this Agreement.
(g) For Neither Seller nor the avoidance Servicer may enter into any modification or extension agreement without the written consent or approval of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerBuyer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (American Mortgage Acceptance Co)
Servicing. (a) It is expressly acknowledged that the Servicing Rights relating to the Mortgage Loans 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 purchase and foregoing, Buyer may in its sole discretion, whether following a sale of the Purchased Assets herebyPlatform to IMH or an affiliate thereof or otherwise (and regardless of whether or not such a sale shall occur), Sellerby delivery of reasonable prior written notice to Servicer, delegate to Servicer or as a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit subservicer of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit in respect of Buyer’s assigns. Seller Servicing Rights, all or a portion of the responsibilities in respect of servicing and administering (or shall service or cause effect such delegation to a Sub-Servicer engaged by Servicer and approved by Buyer, if applicable, to service and administer, pursuant to the Serviced Assets at Seller’s sole cost and for applicable Sub-Servicing Agreement) the benefit Mortgage Loans on behalf of Buyer on an interim basis in accordance with Accepted Servicing Practices approved for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing 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 Agreement, if ever any. Unless the 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 in has delegated servicing responsibilities to the exercise Servicer as described above.
(b) Servicer shall 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 business judgment notice, examine and maintained by make copies of such records. On the second (2nd) Business Day of each calendar month, or at any other prudent mortgage or mezzanine lenders time upon Buyer’s request, Servicer shall deliver to Buyer reports regarding the status of the Mortgage Loans in accordance with Sections 9.28 and 9.29, which shall include, with respect to mortgage and/or mezzanine loans similar any MERS Designated Mortgage Loan, MERS Reports, and any circumstances that could materially adversely affect the Mortgage Loans, Buyer’s ownership of the Mortgage Loans or the collateral securing the Mortgage Loans.
(c) 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 Serviced AssetsPlatform (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, provided, however, that the obligations of Seller to service any of the Serviced Assets each such servicing contract shall cease, at Buyer’s option, terminate automatically upon the earliest of (i) an Event of Default, or ; (ii) the delivery 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 Seller of Buyer’s designee, at least five (5) days’ prior written notice of the decision by Buyer no cost or expense to transfer the servicing rights of Buyer, it being agreed that Servicer will pay any or and all of the Serviced Assets fees required to either terminate Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary and to effectuate the underlying transfer of servicing transfer as expeditiously as possible. Notwithstanding to the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent designee of Buyer.
(bh) Seller With respect to the Mortgage Loans that are serviced by Servicer, Servicer agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and 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 Article 26 and any other obligation of Seller to Buyer. Seller Servicer covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(ci) Upon If Servicer services the Mortgage Loans through a sub-servicer, Servicer agrees that it shall ensure that any such sub-servicer complies in all material respects with all provisions contained in this Section 11.10.
(j) 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 to perform delegated servicing functions hereunder), Servicer shall be entitled to receive, payable solely from the Income on the Purchased Assets, 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 an Event of a Default, such amount shall only 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 mayhereunder; and provided further, in its sole discretion, (i) sell its right that the Interim Servicing Fee shall continue to accrue for the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer benefit of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer only for deposit into the Depository Account, and so long as a Purchased Asset is subject the Servicer has not been terminated by the Buyer as interim servicer hereunder. In addition, Buyer agrees to a Transaction, following notice from Buyer pay to Seller the Platform in consideration of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment the Platform’s provision of servicing fees shall be subordinate advice and consultation to payment Buyer from time to 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 amounts the outstanding under any Transaction and this Agreement.
(g) For the avoidance principal balance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Mortgage Loans constituting Purchased Assets that are sold to Eligible Assets hereunder], but payable solely from Income received by Buyer on a “servicing released” basis with such servicing retained by the Servicerhereunder.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Impac Mortgage Holdings Inc)
Servicing. (a) Notwithstanding The Sellers, on Buyer's behalf, shall contract with Servicer to, or if a Seller is the purchase and sale of the Purchased Assets herebyServicer, Sellersuch Seller shall, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets Mortgage Loans consistent with the degree of skill and care that are Eligible such Seller customarily requires with respect to similar Mortgage Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge owned or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the exercise servicing of its reasonable business judgment and maintained any Purchased Mortgage Loan with the then existing servicer in accordance with Section 16(e) hereof. The Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by other prudent mortgage or mezzanine lenders the Seller with respect to mortgage and/or mezzanine loans similar any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. The Seller shall cause the Servicer to deposit all collections received by the Serviced Assets, provided, however, that the obligations of Seller to service any on account of the Serviced Assets Purchased Mortgage Loans in the Collection Account no later than two Business Days following receipt. The Sellers shall cease, at Buyer’s option, upon the earliest of provide promptly to Buyer (i) an Event of Default, or (ii) a Servicer Notice addressed to and agreed to by the delivery by Buyer to Seller of at least five (5) days’ prior written notice Servicer of the decision by related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either casemay reasonably request, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer.
(b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectivelylimitation, recognition by the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies Servicer 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 Buyer's interest in all servicing fees such Purchased Mortgage Loans and rights relating to the Purchased Assets and all Servicing Records to secure the obligation Servicer's agreement that upon receipt of Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.
(c) Upon the occurrence and during the continuance notice of an Event of DefaultDefault from Buyer, it will follow the instructions of Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer.
(e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into Mortgage Loans and any related Income with respect thereto. Upon the Depository Account, and so long as occurrence of a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Default or Event of Default under this Agreement, each such servicer hereunder or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer.
(f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.
(g) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights a material default under the Servicing Agreement Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans without payment of any penalty or termination fee. The Seller shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. If the Seller should discover that, for any reason whatsoever, any entity responsible to the Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully the Seller's obligations under the Repurchase Documents or any other servicing agreement related of the obligations of such entities with respect to the Purchased Assets. As suchMortgage Loans, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Assetpromptly notify Buyer.
Appears in 1 contract
Servicing. (a) Notwithstanding Seller covenants to maintain or cause the purchase and sale servicing of the Purchased Assets hereby, Seller, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Buyer be maintained in accordance conformity with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar pursuant to the Serviced Assetsrelated underlying Servicing Agreement, provided, however, if any. In the event that the obligations of Seller to service any of the Serviced Assets preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall cease, at Buyer’s option, terminate automatically upon the earliest of (i) an Event the expiration of Defaultthe Servicing Term (including any extension period), or (ii) the delivery termination thereof by Buyer in connection with the 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 Seller any entity approved by Buyer and the assumption thereof by such entity.
(b) Servicer shall subservice such Purchased Assets on behalf of at least five (5) days’ prior written notice Buyer for a term commencing as of the decision by Buyer to transfer related Purchase Date and which shall automatically terminate without notice on the servicing rights 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 or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Seller shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment extension thereof) with respect to any Purchased Asset, sell any Seller shall have no right to service the related Purchased Asset nor shall Buyer have any obligation to extend the Servicing Term (except or continue to extend the Servicing Term). Buyer shall have the right to immediately terminate the Servicer at any time following the occurrence of any event described in accordance with the terms and conditions Section 19 hereof (a “Servicer Termination Event”). If such Servicing Term is not extended by Buyer or if Buyer has terminated Servicer as a result of Article 3(e) hereof) a Servicer Termination Event, Servicer shall transfer such servicing to Buyer or otherwise restructure any Purchased Asset its designee at no cost or accept any discounted payoff expense to Buyer. Servicer shall hold or cause to be held all Escrow Payments collected with respect thereto, without first having given prior notice thereof to the Purchased Assets it is subservicing on behalf of Buyer in each segregated accounts for the sole benefit of the Mortgagors and shall apply the same for the purposes for which such instance and receiving funds were collected. If Servicer should discover that, for any reason whatsoever, it has failed to perform fully its servicing obligations with respect to the prior written consent Purchased Assets it is subservicing on behalf of Buyer, Seller shall promptly notify Buyer.
(bc) During the period the Seller is servicing the Purchased Assets for Buyer, (i) the Seller agrees that Buyer ▇▇▇▇▇ is the owner of all servicing recordsServicing Records relating to Purchased Assets that have not been repurchased, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Agreement” with Servicer) (collectively, the “Servicing Agreements”)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 such Loans (the “Servicing Records”), and (ii) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Article 26 Section 42 and any other obligation of the Seller to Buyer. At all times during the term of this Agreement, the Seller covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s reasonable request.
(c) Upon . It is understood and agreed by the occurrence and during the continuance of parties that prior to an Event of Default, Buyer maySeller, as servicer shall retain the servicing fees with respect to the Purchased Assets.
(d) The Buyer, in its sole discretion, (i) sell its right 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 43 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 on Assets. Seller shall cooperate fully with such backup servicer in the event of a transfer of servicing released basis or (ii) terminate Seller, Servicer or any sub-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 with or without cause, in each case without payment of any termination fee.
(d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to BuyerAssets.
(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, 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 all servicers (other than Servicer) and sub-servicers engaged by Seller Subservicer to execute a Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income such servicing with respect to the such Purchased Assets to Servicer for deposit into 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 ▇▇▇▇▇ in connection with the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller transfer of an Event of Default under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyerservicing.
(f) The payment After the Purchase Date, until the Repurchase Date, the Seller will have no right to modify or alter the terms of servicing fees shall be subordinate the Loan or consent to payment the modification or alteration of amounts outstanding under the terms of any Transaction Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and the Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial and Disbursement Agreement or any Program Document, including, without limitation, Section 17 of this Agreement.
(g) For The Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time the avoidance Seller’s servicing facilities, as the case may be, for the purpose of doubtsatisfying 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, other than Seller’s rights under the Servicing Agreement or any other servicing agreement related to of the Purchased Assets; provided that Seller shall continue to service the Purchased Assets hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicerbasis.
(h) Seller shall provide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.
Appears in 1 contract
Sources: Master Repurchase Agreement (Rocket Companies, Inc.)