Common use of Certain Assets Clause in Contracts

Certain Assets. (a) Except as set forth in the Company Disclosure Letter, none of the Company nor any Subsidiary of the Company is in default and no trigger event has occurred (other than those which have been cured) under any Securitization Document to which it is a party; and no event has occurred which with notice or lapse of time or both would constitute such a default or trigger event under any Securitization Document to which it is a party. (b) Except as set forth in the Company Disclosure Letter, none of the Company nor any Subsidiary of the Company has received any notice from any Rating Agency or any other Person that (i) the Company or any Subsidiary of the Company is or, with the passage of time may be, no longer eligible to service mortgage loans or (ii) that the ratings assigned to any of the Securitization Securities may be subject to modification, qualification or downgrade by any Rating Agency. (c) No breach of any representation or warranty made by the Company or any Subsidiary of the Company in any Securitization Document (other than those which have been cured) with respect to any mortgage loans has occurred and none of the Company nor any Subsidiary of the Company has received any notice of such a breach of a representation or warranty with respect to any mortgage loans such that the Company or any Subsidiary of the Company is obligated to substitute or repurchase any mortgage loans included in a Securitization Transaction. (d) Other than servicing advances that are expressly permitted under any applicable Securitization Document, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any director or officer of the Company or any entity controlled by any of them, has made or advanced, directly or indirectly, payments of principal or interest on any mortgage loan that is included in any Securitization Transaction that was sponsored by the Company or a Subsidiary of the Company or that is serviced by the Company or a Subsidiary of the Company. (e) None of the Company nor any Subsidiary of the Company has withdrawn any amounts on deposit in any collection account, servicing account, distribution account or other similar account created under any Securitization Documents to which it is a party, except as expressly provided in such Securitization Documents. (f) None of the servicing fees payable to the Company or any Subsidiary of the Company under any Securitization Document is, or upon the occurrence of any event will be, subordinated to any distributions to investors in the related Securitization Transaction. (g) None of the Company or any Subsidiary of the Company has made any payment to any third party insurer of a Securitization Transaction to prevent such insurer from paying a claim under an insurance policy with respect to such Securitization Transaction. (h) The value of each mortgage loan or pool mortgage loans and Securitization Security owned by the Company or any Subsidiary of the Company has been marked to market on the books and records of the Company or such Subsidiary.

Certain Assets. (a) Except as set forth in the Company Disclosure Letter, none of the Company nor any Subsidiary of the Company is in default and no trigger event has occurred (other than those which have been cured) under any Securitization Document to which it is a party; and no event has occurred which with notice or lapse of time or both would constitute such a default or trigger event under any Securitization Document to which it is a party. (b) Except as set forth in the Company Disclosure Letter, none of the Company nor any Subsidiary of the Company has received any notice from any Rating Agency or any other Person that (i) the Company or any Subsidiary of the Company is or, with the passage of time may be, no longer eligible to service mortgage loans or (ii) that the ratings assigned to any of the Securitization Securities may be subject to modification, qualification or downgrade by any Rating Agency. (c) No breach of any representation or warranty made by the Company or any Subsidiary of the Company in any Securitization Document (other than those which have been cured) with respect to any mortgage loans has occurred and none of the Company nor any Subsidiary of the Company has received any notice of such a breach of a representation or warranty with respect to any mortgage loans such that the Company or any Subsidiary of the Company is obligated to substitute or repurchase any mortgage loans included in a Securitization Transaction. (d) Other than servicing advances that are expressly permitted under any applicable Securitization Document, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any director or officer of the Company or any entity controlled by any of them, has made or advanced, directly or 33 indirectly, payments of principal or interest on any mortgage loan that is included in any Securitization Transaction that was sponsored by the Company or a Subsidiary of the Company or that is serviced by the Company or a Subsidiary of the Company. (e) None of the Company nor any Subsidiary of the Company has withdrawn any amounts on deposit in any collection account, servicing account, distribution account or other similar account created under any Securitization Documents to which it is a party, except as expressly provided in such Securitization Documents. (f) None of the servicing fees payable to the Company or any Subsidiary of the Company under any Securitization Document is, or upon the occurrence of any event will be, subordinated to any distributions to investors in the related Securitization Transaction. (g) None of the Company or any Subsidiary of the Company has made any payment to any third party insurer of a Securitization Transaction to prevent such insurer from paying a claim under an insurance policy with respect to such Securitization Transaction. (h) The value of each mortgage loan or pool mortgage loans and Securitization Security owned by the Company or any Subsidiary of the Company has been marked to market on the books and records of the Company or such Subsidiary.