(a) Representations and you can Warranties. 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) Believe 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 Conditions toward Debt regarding Supplier. 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 Guarantees. 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 could well be purchased because of the Buyer and you can offered by the owner towards the a repair-released foundation and also the acquisition of the new HELOCs by Buyer shall, for everybody purposes, become all Maintenance Legal rights connected thereto. Inside the Repair Period, the fresh Servicer, since a separate contractor and pretending by yourself, should service the HELOCs marketed towards Consumer to your including Closing Day according to Accepted Servicing Practices as well as the regards to so it Agreement on the behalf of Buyer because the holder of HELOCs and you may Upkeep Liberties.

Repair Payment

(b) The latest Servicer will service the fresh new HELOCs according to the provisions away from Article IV of one’s Present Servicing Contract and related Credit Agreement. Having purposes of the present Maintenance Agreement, most of the HELOCs can be treated by Servicer while the Mortgage loans, Eligible Mortgages, Non-Company Mortgage loans (towards the total amount eg arrangements are applicable to HELOCs), and you will both given that Very first Lien Mortgage loans or Second Lien Mortgage Finance, given that appropriate, and as identified throughout the associated Mortgage Schedule.

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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 10 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.

8.2 . As said to own maintenance the brand new HELOCs, the new Purchaser will (a) afford the Servicer the fresh new relevant Maintenance Payment or any other Charges this new Servicer are entitled to monthly, and you may (b) let the Servicer to hold a lot more servicing compensation on function away from Ancillary Income, per in accordance with Schedule step 1 hereto.

(a) At the time of each Closure Day, the latest Purchaser will assume the financial obligations of one’s Provider so you’re able to fund Brings. Notwithstanding this, Servicer should administer the newest Mark requests and you can Brings, by on top of other things using Mark demands on the Mortgagors, choosing if the Draw demand is within the relevant Credit limit and you will Draw Period and if not enabled by the associated Credit Contract at the particularly date, notifying Mortgagors whether or not the Draw request will be recognized, and remitting the fresh new approved Draw into Mortgagor, when the relevant, according to Recognized Servicing Methods.