(a) Representations and you can Guarantees. Post cuatro 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) Believe Bill. 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 Conditions on Personal debt 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 you may 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 new HELOCs would-be purchased because of the Buyer and you may sold by the the seller toward an upkeep-put-out foundation and purchase of the newest HELOCs from the Purchaser shall, for everyone aim, were all the Upkeep Legal rights associated thereto. In Maintenance Months, the brand new Servicer, just like the another company and acting by yourself, should service the fresh new HELOCs marketed with the Consumer with the such as for example Closing Date according to Recognized Upkeep Strategies in addition to regards to so it Contract with respect to Customer once the manager of your own HELOCs and Maintenance Liberties.

Servicing Compensation

(b) Brand new Servicer shall service the fresh new HELOCs in accordance with the terms of Article IV of your Current Repair Agreement additionally the related Borrowing from the bank Arrangement. To own purposes of the existing Upkeep Agreement, every HELOCs would be treated from the Servicer while the Mortgage loans, Qualified Mortgages, Non-Department Mortgages (toward the amount including arrangements can be applied so you’re able to HELOCs), and you can often since the First Lien Mortgages otherwise Next Lien Mortgage Loans, once the appropriate, and also as recognized from the relevant Mortgage loan Agenda.

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(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 . Just like the consideration for upkeep brand new HELOCs, the fresh Buyer should (a) afford the Servicer the fresh new applicable Repair Fee or other Costs the newest Servicer try permitted per month, and (b) let the Servicer to hold additional maintenance compensation on the function off Supplementary Money, for every in line with Agenda 1 hereto.

(a) By per Closure Day, the latest Customer will guess this new obligations of your own Merchant so you’re able to loans Draws. Notwithstanding this, Servicer shall provide the fresh Mark requests and you can Pulls, from the on top of other things bringing the Draw requests regarding the Mortgagors, deciding whether the Mark consult is within the relevant Credit limit and you can Mark Several months and you will or even allowed by related Credit Agreement from the for example time, alerting Mortgagors whether the Mark consult might possibly be honored, and you will remitting new acknowledged Draw with the Mortgagor, if the applicable, loan places Parrish prior to Approved Upkeep Strategies.