All the representations and you can warranties away from Merchant in the
(a) Representations and you will Guarantees. Post 4 shall be true and correct (without giving effect to materiality, Material Adverse Effect or any similar qualification) as of each Closing as if made at such time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date).
(b) Trust Receipt. The Purchaser shall have received from the Custodian a trust receipt in form and substance acceptable to the Purchaser with respect to the Custodian’s receipt of the Collateral Files for the related HELOCs.
(d) Covenants. The covenants and agreements contained in this Agreement to be complied with by Seller on or before each Closing shall have been complied with in all material respects.
7.3 Criteria to your Financial obligation away from Provider. The obligations of Seller hereunder to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before each Closing, of each of the following conditions (all or any of which may be waived in writing in whole or in part by Seller in its sole reasonable discretion):
(a) Representations and Warranties. Each of the representations and warranties of Purchaser in shall be true and correct (without giving effect to materiality or any similar qualification) as of each Closing as if made at such time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date).
(b) Covenants. The covenants and agreements contained in this Agreement to be complied with by Purchaser on or before each Closing shall have been complied with in all material respects.
(a) The newest HELOCs would-be ordered because of the Consumer and you can offered because of the owner to your a servicing-put out foundation additionally the purchase of the newest HELOCs by the Customer shall, for everyone aim, tend to be all Servicing Rights associated thereto. Inside Servicing Period, brand new Servicer, because the an independent builder and you can acting by yourself, will provider the newest HELOCs offered to your Customer into the instance Closure Big date in accordance with Recognized Servicing Methods plus the regards to so it Contract on behalf of Consumer since the owner of your HELOCs and you may Servicing Legal rights.
Repair Settlement
(b) The newest Servicer should solution brand new HELOCs according to the specifications off Article IV of the Established Servicing Arrangement in addition to relevant Credit Agreement. To have reason for current Servicing Arrangement, the HELOCs shall be addressed by the Servicer as the Mortgages, Eligible Mortgage loans, Non-Institution Mortgage loans (toward the amount like terms can be applied so you can HELOCs), and you can both since the Very first Lien Mortgage loans or 2nd Lien Financial Money, because the relevant, so when understood regarding the relevant Home loan Schedule.
Article 5
(c) To the extent set forth in and subject to the terms of the Delegation of Authority Matrix attached as Exhibit ten to the Existing Servicing Agreement, Purchaser hereby delegates authority to the Servicer to carry out the Servicer’s servicing and administration duties with respect to the HELOCs without obtaining the Purchaser’s prior written approval.
8.dos . Once the planning to possess repair the HELOCs, new Purchaser shall (a) pay the Servicer the fresh new relevant Servicing Fee or other Costs the latest Servicer is actually entitled to per month, and (b) enable the Servicer to retain most servicing payment on mode regarding Ancillary Earnings, each relative to Agenda 1 hereto.
(a) As of each Closing Date, the new Customer shall imagine the brand new bills of your own Provider to help you financing Draws. In spite of the foregoing, Servicer should provide this new Draw demands and you may Draws, by among other things using Draw desires throughout the Mortgagors, determining perhaps the Draw demand is within the associated Borrowing limit and you can Draw Several months and you may otherwise permitted because of the related Borrowing from the bank Agreement within including big date, alerting Mortgagors whether the Draw demand would-be recognized, and you can remitting the fresh recognized Draw towards the Mortgagor, when the appropriate, prior to Recognized Servicing Techniques.