Transfer of Servicing Rights Sample Clauses

Transfer of Servicing Rights. SECTION 7 CONDITIONS TO SETTLEMENT Section 7.1 Conditions to Buyer's Obligations............................ Section 7.2
Sample 1
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Transfer of Servicing Rights. From and after the date hereof, the Purchaser shall and does hereby recognize that the Responsible Party will transfer (a) all rights to service such Mortgage Loan; (b) any payments or monies payable or received for servicing such Mortgage Loan, and all rights to receive such payments or monies, including any additional servicing compensation (including without limitation any late fees, assumption fees, penalties (but not including any prepayment penalties) or similar payments with respect to such Mortgage Loan, fees and income associated with the sale, administration or collection of premiums with respect to insurance policies related to such Mortgage Loan, and any interest income customarily received or retained by a servicer in respect of any payments or other receipts on or with respect to such Mortgage Loan); (c) all rights to collect, hold and disburse escrow payments or other similar payments with respect to such Mortgage Loan, and to receive interest income on such amounts to the extend permitted by applicable laws; (d) all accounts and other rights to payment related to any of the property described in this paragraph; (e) all rights to possess and use the documents relating to such Mortgage Loan required to be delivered to Purchaser pursuant to this Agreement; and (f) all rights, powers and privileges incident to any of the foregoing (collectively, the “Servicing Rights”) to the Servicer pursuant to the Mortgage Loan Servicing Rights and Interim Servicing Agreement, dated as of April 1, 2007 (the “Servicing Rights Purchase Agreement”) and hereby consents to the transfer of the Servicing Rights to the Servicer. The Purchase hereby acknowledges and agrees that from and after the date hereof the Purchaser shall look solely to the Servicer for performance of any obligations of the Responsible Party with respect to the servicing of the Mortgage Loans except as specifically set forth herein.
Sample 1
Transfer of Servicing Rights. On the Transfer Date, and subject to the satisfaction or waiver of all of the conditions of the Seller and Purchaser set forth herein, all of the Seller's rights and obligations with respect to the Servicing Rights shall be transferred to and all of the Seller's obligations as servicer shall be assumed by the Purchaser in accordance with the terms of this Agreement without the necessity of any further act or deed on the part of the Purchaser or the Seller; provided, however, that the Purchaser shall not assume and the Seller is not hereby conveying any obligations of Seller as "the Company" or "the Seller" under any Pooling and Servicing Agreement, or in any capacity other than as servicer under any other Servicing Agreement, including but not limited to, any obligations (other than servicer obligations) in connection with any representations or warranties made by the Seller in its capacity as "the Company" or "the Seller" under any Pooling and Servicing Agreement, or in its capacity as "seller" under any other Servicing Agreement or any obligation to remedy breaches of any representations or warranties or to indemnify any party in connection therewith or any other recourse obligation of the Seller thereunder in its capacity as "the Company" or "the Seller" under any Pooling and Servicing Agreement, or in its capacity as "seller" under any other Servicing Agreement. From and after the Transfer Date, the Purchaser agrees that it shall be responsible for assuring that the Mortgage Loans are serviced in accordance with the Servicing Requirements and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration that the Purchaser may deem necessary or desirable, consistent with the terms of this Agreement and the Servicing Requirements. The Purchaser agrees to service the Mortgage Loans with the same level of care, skill, prudence and diligence that the Purchaser would ordinarily employ in servicing like loans. To assure that there is no differential treatment of the Mortgage Loans, such loans will be combined with other Purchaser loans of a similar platform to be serviced by uniform personnel operating under uniform policies and procedures and will not be specifically identified to Purchaser's employees. On the Transfer Date, the Purchaser shall execute assignment and assumption agreements in the form of Exhibit 10 hereto, assuming all the rights and obligations of the Seller as servicer under...
Sample 1
Transfer of Servicing Rights. The Company shall use commercially reasonable efforts to transfer, or cause the transfer of, as of the Effective Time, or to enter into an agreement with each third party servicer or subservicer relating to the transfer of, the servicing of Mortgage Loans (other than Mortgage Loans sold on a servicing-released basis) to Parent or Parent’s designated subsidiary with such servicing transfer to occur no later than sixty days after the Effective Time; provided that no such transfer shall require the Company or any Subsidiary to compensate any such third-party servicer or subservicer in an amount in excess of those amounts specifically set forth in Section 5.16 of the Company Disclosure Schedule. Parent and Merger Sub shall cooperate with the Company and provide reasonable assistance in connection with the transfer of the servicing of such Mortgage Loans.
Sample 1
Transfer of Servicing Rights. The Assignor hereby grants, transfers and assigns to Assignee, effective as of _______ __, 2001 or such other date as mutually agreed by the Assignor and Assignee (the "Closing Date"), all of the right, title and interest of the Assignor, in its capacity as Master Servicer or Servicer (collectively the "Servicing Rights"), in, to and under the Pooling and Servicing Agreements more fully described on Schedule I attached hereto (the "P&S Agreements") with respect to the mortgage loans (the "Loans") set forth on Schedule II attached hereto. The Assignee agrees to be bound, as Master Servicer or Servicer, by all terms, covenants and conditions of the P&S Agreements, and from and after the Closing Date the Assignee assumes all of the Assignor's obligations arising from and after the Closing Date as Master Servicer or Servicer thereunder. Notwithstanding any other provision in this Agreement to the contrary, Assignor shall remain and be liable as Master Servicer or Servicer under the P&S Agreements following the Closing Date in respect of the performance of all obligations and duties of the Master Servicer or Servicer taken or to be taken prior to the Closing Date, and Assignee shall have no duties or liabilities in respect thereof. Capitalized terms used but not defined herein shall have the meanings assigned to them in the P&S Agreements.
Sample 1
Transfer of Servicing Rights. Within three (3) business days after the date hereof, Seller shall have complied with Purchaser's reasonable requests pertaining to the processing and shipping of loan files, insurance files, tax records, collection records, accounting records and any other records that Purchaser deems necessary to convert and service the Mortgage Loans in accordance with the requirements of any Regulatory Authority. In addition, Seller shall cooperate with Purchaser, at Seller's cost, in providing necessary information and documents that are necessary or convenient to Purchaser's ownership, use, possession or disposition of the Acquired Assets (or any interest therein) within a reasonable time after the date hereof.
Sample 1
Transfer of Servicing Rights 
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Related to Transfer of Servicing Rights

  • Transfer of Servicing On the related Transfer Date, if any, the Purchaser, or its designee, shall assume all servicing responsibilities related to, and the Seller cease all servicing responsibilities related to, the related Mortgage Loans subject to such Transfer Date. On or prior to the related Transfer Date, the Seller shall, at its sole cost and expense, take such steps as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the related Mortgage Loans to the Purchaser, or its designee, including but not limited to the following:

  • No Transfer of Servicing With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

  • Servicing Rights Except as provided in the Pooling and Servicing Agreement, any permitted subservicing agreements and servicing rights purchase agreements pertaining thereto, no Person has been granted or conveyed the right to service any Mortgage Loan or receive any consideration in connection therewith which will remain in effect after the Closing Date.

  • No Transfer or Assignment of Servicing With respect to the responsibility of the Primary Servicer to service the Mortgage Loans hereunder, the Primary Servicer acknowledges that the Master Servicer has acted in reliance upon the Primary Servicer’s independent status, the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of Section 3.05 of this Agreement, the Primary Servicer shall not either assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Master Servicer, which consent will not be unreasonably withheld or delayed; provided, however, that the Primary Servicer may transfer and assign this Agreement to an Affiliate of the Primary Servicer so long as the conditions described in clauses (i), (ii), (iv) and (v) of the second paragraph of Section 3.02 of this Agreement are satisfied in connection with such transfer and assignment. Notwithstanding the foregoing, prior to any assignment or transfer by the Primary Servicer of this Agreement or the servicing hereunder (the “Primary Servicing Rights”), the Primary Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Primary Servicing Rights. The Primary Servicer may also solicit bids from any other parties independent of the Primary Servicer.

  • Transfer of the Mortgage Loans (a) Possession of Mortgage Files. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage Loans. The contents of each Mortgage File related to a Mortgage Loan not delivered to the Purchaser or to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser and promptly transferred to the Trustee. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the related Mortgage and the other contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and shall be delivered promptly to the Purchaser or as otherwise directed by the Purchaser.

  • Sale and Assignment of Master Servicing Rights The Master Servicer may sell, assign or delegate its rights, duties and obligations as Master Servicer under this Agreement in their entirety; provided, however, that: (i) the purchaser or transferee accepting such sale, assignment and delegation (a) shall be a Person qualified to service mortgage loans for Fannie Mae or Freddie Mac; (b) shall have a net worth of not less than $00,000,000 (uxxxxx xtherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, from and after the effective date of such assumption agreement or delegation; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and shall confirm in writing to the Master Servicer and the Trustee that any such sale, assignment or delegation would not result in a withdrawal or a downgrading of the rating on any Class of Certificates in effect immediately prior to such sale, assignment or delegation; and (iii) the Master Servicer shall deliver to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to such action under this Agreement have been fulfilled and such action is permitted by and complies with the terms of this Agreement. No such sale, assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Servicing Transfer In the event that a successor Master Servicer is appointed pursuant to the Pooling and Servicing Agreement, from and after the effective date of such transfer of servicing, the successor Master Servicer appointed pursuant to the Pooling and Servicing Agreement, and not the former Master Servicer, shall (a) be responsible for the performance of all servicing functions to be performed from and after such date, (b) agree to be bound by the terms, covenants and conditions contained herein applicable to the Master Servicer and be subject to the duties and obligations of the Master Servicer hereunder, and (c) agree to indemnify and hold harmless the Credit Enhancement Provider from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Credit Enhancement Provider may incur (or which may be claimed against the Credit Enhancement Provider) by reason of the gross negligence or willful misconduct of the successor Master Servicer in exercising its powers and carrying out its obligations under the Pooling and Servicing Agreement and the Series Supplement. Such transfer of servicing shall not affect any rights or obligations of the former Master Servicer under this Agreement that arose prior to the effective date of the transfer of servicing, except that such former Master Servicer shall have no obligation to indemnify the Credit Enhancement Provider as a result of any act or failure to act of any successor Master Servicer in the performance of the servicing functions.

  • Transfer of Receivables Pursuant to the Sale and Servicing Agreement, the Purchaser will assign all of its right, title and interest in, to and under the Receivables and other assets described in Section 2.1

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