Representations, Warranties and Covenants of Servicer. 15.1 The Servicer hereby represents, warrants and undertakes to, and covenants with, each of the Guarantor and the Bond Trustee that without prejudice to any of its specific obligations hereunder that: (a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement and the other Transaction Documents to which it is a party and it will devote all due skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunder; (b) it will comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is party and the CMHC Guide, in each case in any capacity; (c) the unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default rating, of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the Servicer Replacement Threshold Ratings; (d) it is and will continue to be in good standing with OSFI; (e) it is and will continue to be in material compliance with its internal policies and procedures relevant to the services to be provided by it pursuant to this Agreement and the other Transaction Documents to which it is party; (f) it is and will continue to be in material compliance with all laws, regulations and rules applicable to it in relation to the services provided by it pursuant to this Agreement and the other Transaction Documents to which it is a party; (g) it will comply with the terms of the Security Sharing Agreement; (h) it will administer the Portfolio Assets as if the same had not been sold to the Guarantor but had remained on the books of the Seller and, in the event the Servicer agrees, subject to Article 7, to service New Loans and their Related Security sold by New Sellers to the Guarantor, as if such New Loans and their Related Security had been Loans and their Related Security of the Seller which had remained on the books of the Servicer; (i) it will provide the Services in such manner and with the same level of skill, care and diligence as would a Reasonable and Prudent Mortgage Lender and using that degree of skill and attention that it exercises in managing, servicing, administering, collecting and performing similar functions relating to comparable loans that it services for itself; (j) it will comply with any proper directions, orders and instructions which the Guarantor may from time to time give to it in accordance with the provisions of this Agreement; (k) it will keep in force all licences, approvals, authorizations and consents which may be necessary in connection with the performance of the Services and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorization, consent or licence required in connection with the performance of the Services; (l) it will, save as otherwise agreed with the Guarantor, provide free of charge to the Guarantor, office space, facilities, equipment and staff sufficient to enable the Guarantor to fulfil its obligations under this Agreement; (m) it will not knowingly fail to comply with any legal requirements in the performance of the Services; (n) it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Canadian dollars in immediately available funds for value on such day without set-off (including, without limitation, in respect of any fees owed to it) or counterclaim; (o) it will forthwith and in any event prior to the next Guarantor Payment Date after becoming aware of any event which may reasonably give rise to an obligation of the Seller to repurchase any Loan sold to the Guarantor in the Covered Bond Portfolio pursuant to the Mortgage Sale Agreement, notify the Guarantor in writing of such event; (p) it will upon the request of the Guarantor or the Bond Trustee, with the Bond Trustee, within 60 days of the ratings of the Servicer by one or more Rating Agencies falling below the Servicer Replacement Threshold Ratings, use commercially reasonable efforts to enter into a new or a master servicing agreement with a third party under which such third party will undertake the servicing obligations in relation to the Covered Bond Portfolio, substantially in the form of this Agreement (or otherwise subject to satisfaction of the Rating Agency Condition), with such modifications as the Guarantor and the Bond Trustee may reasonably require including with respect to the payment of servicing fees, provided the ratings of such replacement Servicer are at or above the Servicer Replacement Threshold Ratings; and (q) it will, within five Business Days of notification from the Guarantor of the identity of any proposed New Seller, provide the Rating Agencies with such details of that proposed New Seller as may be reasonably required by the Rating Agencies. 15.2 The covenants of the Servicer in Section 15.1 shall remain in force until this Agreement is terminated in respect of the relevant Servicer but without prejudice to any right or remedy of the Guarantor, the Bond Trustee and/or the Seller arising from breach of any such covenant prior to the date of termination of this Agreement.
Appears in 2 contracts
Samples: Mortgage Sale Agreement, Servicing Agreement
Representations, Warranties and Covenants of Servicer. 15.1 The Servicer hereby represents, warrants and undertakes to, and covenants with, each of the Guarantor and the Bond Trustee that without prejudice to any of its specific obligations hereunder hereunder, that:
(a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement and the other Transaction Documents to which it is a party and it will devote all due skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunder;
(b) it will comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is party and the CMHC Guide, in each case in any capacity;
(c) the unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default rating, obligations of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the Servicer Replacement Threshold Ratings;
(d) it is and will continue to be in good standing with OSFI;
(e) it is and will continue to be in material compliance with its internal policies and procedures relevant to the services to be provided by it pursuant to this Agreement and the other Transaction Documents to which it is party;
(f) it is and will continue to be in material compliance with all laws, regulations and rules applicable to it in relation to the services provided by it pursuant to this Agreement and the other Transaction Documents to which it is a party;
(g) it will comply with the terms of the Security Sharing Agreement;
(h) it will administer the Portfolio Assets Loans and their Related Security as if the same had not been sold to the Guarantor but had remained on the books of the Seller and, in the event the Servicer agrees, subject to Article 7, to service New Loans and their Related Security sold by New Sellers to the Guarantor, New Loans as if such New Loans and their Related Security had been Loans and their Related Security of the Seller which had remained on the books of the Servicer;
(ih) it will provide the Services in such manner and with the same level of skill, care and diligence as would a Reasonable and Prudent Mortgage Lender and using that degree of skill and attention that it exercises in managing, servicing, administering, collecting and performing similar functions relating to comparable loans that it services for itself;
(ji) it will comply with any proper directions, orders and instructions which the Guarantor may from time to time give to it in accordance with the provisions of this Agreement;
(kj) it will keep in force all licences, approvals, authorizations and consents which may be necessary in connection with the performance of the Services and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorization, consent or licence required in connection with the performance of the Services;
(lk) it will, save as otherwise agreed with the Guarantor, provide free of charge to the Guarantor, office space, facilities, equipment and staff sufficient to enable the Guarantor to fulfil its obligations under this Agreement;
(ml) it will not knowingly fail to comply with any legal requirements in the performance of the Services;
(nm) it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Canadian dollars in immediately available funds for value on such day without set-off (including, without limitation, in respect of any fees owed to it) or counterclaim;
(on) it will forthwith and in any event prior to the next Guarantor Payment Date after becoming aware of any event which may reasonably give rise to an obligation of the Seller to repurchase any Loan sold to the Guarantor in the Covered Bond Portfolio pursuant to the Mortgage Sale Agreement, notify the Guarantor in writing of such event;
(po) it will upon the request of the Guarantor or the Bond Trustee, with the Bond Trustee, within 60 days of the ratings of the Servicer by one or more the Rating Agencies falling below the Servicer Replacement Threshold Ratings, use commercially reasonable efforts to enter into a new or a master servicing agreement with a third party under which such third party will undertake the servicing obligations in relation to the Covered Bond Portfolio, substantially in the form of this Agreement (or otherwise subject to satisfaction of the Rating Agency ConditionConfirmation), with such modifications as the Guarantor and the Bond Trustee may reasonably require including with respect to the payment of servicing fees, provided the ratings of such replacement Servicer are at or above the Servicer Replacement Threshold RatingsRatings (without regard to the ratings of Fitch); and
(qp) it will, within five 5 Toronto Business Days of notification from the Guarantor of the identity of any proposed New Seller, the Servicer shall provide the Rating Agencies with such details of that proposed New Seller as may be reasonably required by the Rating Agencies.
15.2 The covenants of the Servicer in Section 15.1 shall remain in force until this Agreement is terminated in respect of the relevant Servicer but without prejudice to any right or remedy of the Guarantor, the Bond Trustee and/or the Seller arising from breach of any such covenant prior to the date of termination of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement
Representations, Warranties and Covenants of Servicer. 15.1 The Servicer hereby represents, warrants and undertakes to, and covenants with, each of the Guarantor and the Bond Trustee that without prejudice to any of its specific obligations hereunder that:
(a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement and the other Transaction Documents to which it is a party and it will devote all due skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunder;
(b) it will comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is party and the CMHC Guide, in each case in any capacity;
(c) the unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default rating, of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the Servicer Replacement Threshold Ratings;
(d) it is and will continue to be in good standing with OSFI;
(e) it is and will continue to be in material compliance with its internal policies and procedures relevant to the services to be provided by it pursuant to this Agreement and the other Transaction Documents to which it is party;
(f) it is and will continue to be in material compliance with all laws, regulations and rules applicable to it in relation to the services provided by it pursuant to this Agreement and the other Transaction Documents to which it is a party;
(g) it will comply with the terms of the Security Sharing Agreement;
(h) it will administer the Portfolio Assets Loans and their Related Security as if the same had not been sold to the Guarantor but had remained on the books of the Seller and, in the event the Servicer agrees, subject to Article 7, to service New Loans and their Related Security sold by New Sellers to the Guarantor, New Loans as if such New Loans and their Related Security had been Loans and their Related Security of the Seller which had remained on the books of the Servicer;
(i) it will provide the Services in such manner and with the same level of skill, care and diligence as would a Reasonable and Prudent Mortgage Lender and using that degree of skill and attention that it exercises in managing, servicing, administering, collecting and performing similar functions relating to comparable loans that it services for itself;
(j) it will comply with any proper directions, orders and instructions which the Guarantor may from time to time give to it in accordance with the provisions of this Agreement;
(k) it will keep in force all licences, approvals, authorizations and consents which may be necessary in connection with the performance of the Services and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorization, consent or licence required in connection with the performance of the Services;
(l) it will, save as otherwise agreed with the Guarantor, provide free of charge to the Guarantor, office space, facilities, equipment and staff sufficient to enable the Guarantor to fulfil its obligations under this Agreement;
(m) it will not knowingly fail to comply with any legal requirements in the performance of the Services;
(n) it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Canadian dollars in immediately available funds for value on such day without set-off (including, without limitation, in respect of any fees owed to it) or counterclaim;
(o) it will forthwith and in any event prior to the next Guarantor Payment Date after becoming aware of any event which may reasonably give rise to an obligation of the Seller to repurchase any Loan sold to the Guarantor in the Covered Bond Portfolio pursuant to the Mortgage Sale Agreement, notify the Guarantor in writing of such event;
(p) it will upon the request of the Guarantor or the Bond Trustee, with the Bond Trustee, within 60 days of the ratings of the Servicer by one or more Rating Agencies falling below the Servicer Replacement Threshold Ratings, use commercially reasonable efforts to enter into a new or a master servicing agreement with a third party under which such third party will undertake the servicing obligations in relation to the Covered Bond Portfolio, substantially in the form of this Agreement (or otherwise subject to satisfaction of the Rating Agency Condition), with such modifications as the Guarantor and the Bond Trustee may reasonably require including with respect to the payment of servicing fees, provided the ratings of such replacement Servicer are at or above the Servicer Replacement Threshold RatingsRatings (without regard to the ratings of Fitch); and
(q) it will, within five 5 Canadian Business Days of notification from the Guarantor of the identity of any proposed New Seller, provide the Rating Agencies with such details of that proposed New Seller as may be reasonably required by the Rating Agencies.
15.2 The covenants of the Servicer in Section 15.1 shall remain in force until this Agreement is terminated in respect of the relevant Servicer but without prejudice to any right or remedy of the Guarantor, the Bond Trustee and/or the Seller arising from breach of any such covenant prior to the date of termination of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement
Representations, Warranties and Covenants of Servicer. 15.1 The Servicer hereby represents, warrants and undertakes to, and covenants with, with each of the Guarantor and the Bond Trustee that without prejudice to any of its specific obligations hereunder hereunder, that:
(a) 15.1.1 it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement and the other Transaction Documents to which it is a party and it will devote all due skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunder;
(b) 15.1.2 it will comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is party and the CMHC Guide, in each case in any capacity;
(c) 15.1.3 the unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default rating, obligations of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the Servicer Replacement Threshold Ratings;
(d) 15.1.4 it is and will continue to be in good standing with OSFIthe AMF;
(e) 15.1.5 it is and will continue to be in material compliance with its internal policies and procedures relevant to the services to be provided by it pursuant to this Agreement and the other Transaction Documents to which it is party;
(f) 15.1.6 it is and will continue to be in material compliance with all laws, regulations and rules applicable to it in relation to the services provided by it pursuant to this Agreement and the other Transaction Documents to which it is a party;
(g) it will comply with the terms of the Security Sharing Agreement;
(h) 15.1.7 it will administer the Portfolio Assets Loans and their Related Security as if the same had not been sold to the Guarantor but had remained were on the books of the Seller Servicer and, in the event the Servicer agrees, subject to Article 7, to service New Loans and their Related Security sold by New Sellers to the Guarantor, New Loans as if such New Loans and their Related Security had been Loans and their Related Security of the Seller which had remained were on the books of the Servicer;
(i) 15.1.8 it will comply with the terms of the Security Sharing Agreement;
15.1.9 it will provide the Services in such manner and with the same level of skill, care and diligence as would a Reasonable and Prudent Mortgage Hypothecary Lender and using that degree of skill and attention that it exercises in managing, servicing, administering, collecting and performing similar functions relating to comparable loans that it services for itself;
(j) 15.1.10 it will comply with any proper directions, orders and instructions which the Guarantor may from time to time give to it in accordance with the provisions of this Agreement;
15.1.11 in the event of a downgrade in the ratings of the Servicer by the Ratings Agencies below the Servicer Deposit Threshold Ratings forthwith direct all Borrowers to deposit all amounts due from the Borrowers under the Loans and their Related Security owned by the Guarantor directly into the GIC Account (kor, as applicable, the Standby GIC Account) within two (2) Montreal Business Days of the collection and/or receipt thereof;
15.1.12 it will keep in force all licences, approvals, authorizations and consents which may be necessary in connection with the performance of the Services and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorization, consent or licence required in connection with the performance of the Services;
(l) 15.1.13 it will, will save as otherwise agreed with the Guarantor, provide free of charge to the Guarantor, office space, facilities, equipment and staff sufficient to enable the Guarantor to fulfil its obligations under this Agreement;
(m) 15.1.14 it will not knowingly fail to comply with any legal requirements in the performance of the Services;
(n) 15.1.15 it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Canadian dollars in immediately available funds for value on such day without compensation, set-off (including, without limitation, in respect of any fees owed to it) or counterclaim;
(o) 15.1.16 it will forthwith and in any event prior to the next Guarantor Payment Date after becoming aware of any event which may reasonably give rise to an obligation of the Seller to repurchase any Loan sold to the Guarantor in the Covered Bond Portfolio pursuant to the Mortgage Hypothecary Loan Sale Agreement, notify the Guarantor in writing of such event;
(p) 15.1.17 it will upon the request of the Guarantor or the Bond Trustee, with the Bond Trustee, within 60 days of the ratings of the Servicer by one or more Rating Agencies falling below the Servicer Replacement Threshold Ratings, use commercially reasonable efforts to enter into a new or a master servicing agreement with a third party under which such third party will undertake the servicing obligations in relation to the Covered Bond Portfolio, substantially in the form of this Agreement (or otherwise subject to satisfaction of the Rating Agency ConditionConfirmation), with such modifications as the Guarantor and the Bond Trustee may reasonably require including with respect to the payment of servicing fees, provided the ratings of such replacement Servicer are at or above the Servicer Replacement Threshold Ratings; and
(q) 15.1.18 it will, will within five 5 Montreal Business Days of notification from the Guarantor of the identity of any proposed New Seller, provide the Rating Agencies with such details of that proposed New Seller as may be reasonably required by the Rating Agencies.
15.2 The covenants of the Servicer in Section 15.1 shall remain in force until this Agreement is terminated in respect of the relevant Servicer but without prejudice to any right or remedy of the Guarantor, the Bond Trustee and/or the Seller arising from breach of any such covenant prior to the date of termination of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement
Representations, Warranties and Covenants of Servicer. 15.1 The Servicer hereby represents, warrants and undertakes to, and covenants with, each of the Guarantor and the Bond Trustee that without prejudice to any of its specific obligations hereunder that:
(a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement and the other Transaction Documents to which it is a party and it will devote all due skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunder;
(b) it will comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is party and the CMHC Guide, in each case in any capacity;
(c) the unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default rating, of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the Servicer Replacement Threshold Ratings;
(d) it is and will continue to be in good standing with OSFI;
(e) it is and will continue to be in material compliance with its internal policies and procedures relevant to the services to be provided by it pursuant to this Agreement and the other Transaction Documents to which it is party;
(f) it is and will continue to be in material compliance with all laws, regulations and rules applicable to it in relation to the services provided by it pursuant to this Agreement and the other Transaction Documents to which it is a party;
(g) it will comply with the terms of the Security Sharing Agreement;
(h) it will administer the Portfolio Assets as if the same had not been sold to the Guarantor but had remained on the books of the Seller and, in the event the Servicer agrees, subject to Article 7, to service New Loans and their Related Security sold by New Sellers to the Guarantor, as if such New Loans and their Related Security had been Loans and their Related Security of the Seller which had remained on the books of the Servicer;
(i) it will provide the Services in such manner and with the same level of skill, care and diligence as would a Reasonable and Prudent Mortgage Lender and using that degree of skill and attention that it exercises in managing, servicing, administering, collecting and performing similar functions relating to comparable loans that it services for itself;
(j) it will comply with any proper directions, orders and instructions which the Guarantor may from time to time give to it in accordance with the provisions of this Agreement;
(k) it will keep in force all licences, approvals, authorizations and consents which may be necessary in connection with the performance of the Services and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorization, consent or licence required in connection with the performance of the Services;
(l) it will, save as otherwise agreed with the Guarantor, provide free of charge to the Guarantor, office space, facilities, equipment and staff sufficient to enable the Guarantor to fulfil its obligations under this Agreement;
(m) it will not knowingly fail to comply with any legal requirements in the performance of the Services;
(n) it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Canadian dollars in immediately available funds for value on such day without set-off (including, without limitation, in respect of any fees owed to it) or counterclaim;
(o) it will forthwith and in any event prior to the next Guarantor Payment Date after becoming aware of any event which may reasonably give rise to an obligation of the Seller to repurchase any Loan sold to the Guarantor in the Covered Bond Portfolio pursuant to the Mortgage Sale Agreement, notify the Guarantor in writing of such event;
(p) it will upon the request of the Guarantor or the Bond Trustee, with the Bond Trustee, within 60 days of the ratings of the Servicer by one or more Rating Agencies falling below the Servicer Replacement Threshold Ratings, use commercially reasonable efforts to enter into a new or a master servicing agreement with a third party under which such third party will undertake the servicing obligations in relation to the Covered Bond Portfolio, substantially in the form of this Agreement (or otherwise subject to satisfaction of the Rating Agency Condition), with such modifications as the Guarantor and the Bond Trustee may reasonably require including with respect to the payment of servicing fees, provided the ratings of such replacement Servicer are at or above the Servicer Replacement Threshold RatingsRatings (without regard to the ratings of Fitch); and
(q) it will, within five Canadian Business Days of notification from the Guarantor of the identity of any proposed New Seller, provide the Rating Agencies with such details of that proposed New Seller as may be reasonably required by the Rating Agencies.
15.2 The covenants of the Servicer in Section 15.1 shall remain in force until this Agreement is terminated in respect of the relevant Servicer but without prejudice to any right or remedy of the Guarantor, the Bond Trustee and/or the Seller arising from breach of any such covenant prior to the date of termination of this Agreement.
Appears in 1 contract
Samples: Mortgage Sale Agreement
Representations, Warranties and Covenants of Servicer. 15.1 The Servicer hereby represents, warrants and undertakes to, and covenants with, each of the Guarantor and the Bond Trustee that without prejudice to any of its specific obligations hereunder that:that:
(a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement and the other Transaction Documents to which it is a party and it will devote all due skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunder;
(b) it will comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is party and the CMHC Guide, in each case in any capacity;
(c) the unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default rating, of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the Servicer Replacement Threshold Ratings;
(d) it is and will continue to be in good standing with OSFI;
(e) it is and will continue to be in material compliance with its internal policies and procedures relevant to the services to be provided by it pursuant to this Agreement and the other Transaction Documents to which it is party;
(f) it is and will continue to be in material compliance with all laws, regulations and rules applicable to it in relation to the services provided by it pursuant to this Agreement and the other Transaction Documents to which it is a party;
(g) it will comply with the terms of the Security Sharing Agreement;
(h) it will administer the Portfolio Assets as if the same had not been sold to the Guarantor but had remained on the books of the Seller and, in the event the Servicer agrees, subject to Article 7, to service New Loans and their Related Security sold by New Sellers to the Guarantor, as if such New Loans and their Related Security had been Loans and their Related Security of the Seller which had remained on the books of the Servicer;
(i) it will provide the Services in such manner and with the same level of skill, care and diligence as would a Reasonable and Prudent Mortgage Lender and using that degree of skill and attention that it exercises in managing, servicing, administering, collecting and performing similar functions relating to comparable loans that it services for itself;
(j) it will comply with any proper directions, orders and instructions which the Guarantor may from time to time give to it in accordance with the provisions of this Agreement;
(k) it will keep in force all licences, approvals, authorizations and consents which may be necessary in connection with the performance of the Services and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorization, consent or licence required in connection with the performance of the Services;
(l) it will, save as otherwise agreed with the Guarantor, provide free of charge to the Guarantor, office space, facilities, equipment and staff sufficient to enable the Guarantor to fulfil its obligations under this Agreement;
(m) it will not knowingly fail to comply with any legal requirements in the performance of the Services;
(n) it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Canadian dollars in immediately available funds for value on such day without set-off (including, without limitation, in respect of any fees owed to it) or counterclaim;
(o) it will forthwith and in any event prior to the next Guarantor Payment Date after becoming aware of any event which may reasonably give rise to an obligation of the Seller to repurchase any Loan sold to the Guarantor in the Covered Bond Portfolio pursuant to the Mortgage Sale Agreement, notify the Guarantor in writing of such event;
(p) it will upon the request of the Guarantor or the Bond Trustee, with the Bond Trustee, within 60 days of the ratings of the Servicer by one or more Rating Agencies falling below the Servicer Replacement Threshold Ratings, use commercially reasonable efforts to enter into a new or a master servicing agreement with a third party under which such third party will undertake the servicing obligations in relation to the Covered Bond Portfolio, substantially in the form of this Agreement (or otherwise subject to satisfaction of the Rating Agency Condition), with such modifications as the Guarantor and the Bond Trustee may reasonably require including with respect to the payment of servicing fees, provided the ratings of such replacement Servicer are at or above the Servicer Replacement Threshold Ratings; and
(q) it will, within five Canadian Business Days of notification from the Guarantor of the identity of any proposed New Seller, provide the Rating Agencies with such details of that proposed New Seller as may be reasonably required by the Rating Agencies.
15.2 The covenants of the Servicer in Section 15.1 shall remain in force until this Agreement is terminated in respect of the relevant Servicer but without prejudice to any right or remedy of the Guarantor, the Bond Trustee and/or the Seller arising from breach of any such covenant prior to the date of termination of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement
Representations, Warranties and Covenants of Servicer. 15.1 The Servicer hereby represents, warrants and undertakes tocovenants (and continues to represent, warrant and covenant for as long as it continues to be the Servicer) as follows, and covenants with, each of acknowledges that the Guarantor LP and the Bond Trustee that without prejudice to any of its specific are relying on such representations, warranties and covenants in entering into, and performing their obligations hereunder thatunder, this Agreement:
(a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement and the other Transaction Documents to which it is a party and it will devote all due skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunderAgreement;
(b) it will comply with meets or exceeds the provisions ofminimum standards, if any, prescribed by the Rating Agencies, and perform its obligations under, this Agreement, meets or exceeds the other Transaction Documents to which it is party and the CMHC Guide, in each case in any capacityServicer Replacement Ratings;
(c) the unsecuredif regulated, unsubordinated and unguaranteed debt obligations, and the issuer default rating, of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the Servicer Replacement Threshold Ratingsit is in regulatory good standing;
(d) it is and will continue to be in good standing with OSFI;
(e) it is and will continue to be in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the services to be provided by it pursuant to execution, delivery and performance of this Agreement and the other Transaction Documents to which it is partyAgreement;
(fe) it is and will continue to be in material compliance with all laws, regulations and rules applicable to it in relation the Servicer relevant to the services provided by execution, delivery and performance of this Agreement; and
(f) it pursuant to this Agreement shall comply with, and perform its obligations under, the other provisions of the Guide, and of the Transaction Documents to which it is a party;, in each case applicable to it.
15.2 The Servicer hereby covenants with and undertakes to each of the Guarantor LP and the Bond Trustee that without prejudice to any of its specific obligations hereunder it will:
(ga) it will comply with the terms of the Security Sharing Agreement;
(h) it will administer the Portfolio Assets Loans and their Related Security as if the same had not been sold to the Guarantor LP but had remained on the books of the Seller and, in the event the Servicer agrees, subject to Article 7, to service New Loans and their Related Security sold by New Sellers to the GuarantorGuarantor LP, New Loans as if such New Loans and their Related Security had been Loans and their Related Security of the Seller which had remained on the books of the Servicer;
(ib) it will provide the Services in such manner and with the same level of skill, care and diligence as would a Reasonable and Prudent Mortgage Lender and using that degree of skill and attention that it exercises in managing, servicing, administering, collecting and performing similar functions relating to comparable loans that it services for itselfLender;
(jc) it will comply with any proper directions, orders and instructions which the Guarantor LP may from time to time give to it in accordance with the provisions of this Agreement;
(kd) it will comply with the terms of the Security Sharing Agreement;
(e) keep in force all licences, approvals, authorizations and consents which may be necessary in connection with the performance of the Services and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorization, consent or licence required in connection with the performance of the Services;
(lf) it will, save as otherwise agreed with the GuarantorGuarantor LP, provide free of charge to the GuarantorGuarantor LP, office space, facilities, equipment and staff sufficient to enable the Guarantor LP to fulfil its obligations under this Agreement;
(mg) it will not knowingly fail to comply with any legal requirements in the performance of the Services;
(nh) it will maintain the accounts and records relating to the Loans and their Related Security in accordance with sound accounting and business practices;
(i) make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Canadian dollars CAD in immediately available funds for value on such day without set-off (including, without limitation, in respect of any fees owed to it) or counterclaim;
(oj) it will forthwith and in any event prior to the next Guarantor LP Payment Date after becoming aware of any event which may reasonably give rise to an obligation of the Seller to repurchase any Loan sold to the Guarantor LP in the Covered Bond Portfolio pursuant to the Mortgage Sale Agreement, notify the Guarantor LP in writing of such event;
(pk) it will upon the request of the Guarantor or the Bond Trustee, with the Bond Trustee, within 60 days of the ratings of the Servicer by one or more the Rating Agencies falling below the Servicer Replacement Threshold Ratings, use commercially reasonable efforts to enter into a new or a master servicing agreement with a third party under which in such third party will undertake the servicing obligations in relation to the Covered Bond Portfolio, substantially in the form of this Agreement (or otherwise subject to satisfaction of the Rating Agency Condition), with such modifications as the Guarantor LP and the Bond Trustee may shall reasonably require including with respect to the payment of servicing fees, provided the ratings of such replacement Servicer are at or above the Servicer Replacement Threshold Ratingsrequire; and
(ql) it will, within five 5 Business Days of notification from the Guarantor LP of the identity of any proposed New Seller, the Servicer shall provide the Rating Agencies with such details of that proposed New Seller as may be reasonably required by the Rating Agencies.
15.2 The covenants of the Servicer in Section 15.1 shall remain in force until this Agreement is terminated in respect of the relevant Servicer but without prejudice to any right or remedy of the Guarantor, the Bond Trustee and/or the Seller arising from breach of any such covenant prior to the date of termination of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement (RBC Covered Bond Guarantor Limited Partnership)
Representations, Warranties and Covenants of Servicer.
15.1 The Servicer hereby represents, warrants and undertakes tocovenants (and continues to represent, warrant and covenant for as long as it continues to be the Servicer) as follows, and covenants with, each of acknowledges that the Guarantor LP and the Bond Trustee that without prejudice to any of its specific are relying on such representations, warranties and covenants in entering into, and performing their obligations hereunder thatunder, this Agreement:
(a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement and the other Transaction Documents to which it is a party and it will devote all due skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunderAgreement;
(b) it will comply with meets or exceeds the provisions ofminimum standards, if any, prescribed by the Rating Agencies, and perform its obligations under, this Agreement, meets or exceeds the other Transaction Documents to which it is party and the CMHC Guide, in each case in any capacityServicer Replacement Ratings;
(c) the unsecuredif regulated, unsubordinated and unguaranteed debt obligations, and the issuer default rating, of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the Servicer Replacement Threshold Ratingsit is in regulatory good standing;
(d) it is and will continue to be in good standing with OSFI;
(e) it is and will continue to be in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the services to be provided by it pursuant to execution, delivery and performance of this Agreement and the other Transaction Documents to which it is partyAgreement;
(fe) it is and will continue to be in material compliance with all laws, regulations and rules applicable to it in relation the Servicer relevant to the services provided by execution, delivery and performance of this Agreement; and
(f) it pursuant to this Agreement shall comply with, and perform its obligations under, the other provisions of the Guide, and of the Transaction Documents to which it is a party;, in each case applicable to it.
15.2 The Servicer hereby covenants with and undertakes to each of the Guarantor LP and the Bond Trustee that without prejudice to any of its specific obligations hereunder it will:
(ga) it will comply with the terms of the Security Sharing Agreement;
(h) it will administer the Portfolio Assets Loans and their Related Security as if the same had not been sold to the Guarantor LP but had remained on the books of the Seller and, in the event the Servicer agrees, subject to Article 7, to service New Loans and their Related Security sold by New Sellers to the GuarantorGuarantor LP, New Loans as if such New Loans and their Related Security had been Loans and their Related Security of the Seller which had remained on the books of the Servicer;
(ib) it will provide the Services in such manner and with the same level of skill, care and diligence as would a Reasonable and Prudent Mortgage Lender and using that degree of skill and attention that it exercises in managing, servicing, administering, collecting and performing similar functions relating to comparable loans that it services for itselfLender;
(jc) it will comply with any proper directions, orders and instructions which the Guarantor LP may from time to time give to it in accordance with the provisions of this Agreement;
(kd) it will comply with the terms of the Security Sharing Agreement;
(e) keep in force all licences, approvals, authorizations and consents which may be necessary in connection with the performance of the Services and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorization, consent or licence required in connection with the performance of the Services;
(lf) it will, save as otherwise agreed with the GuarantorGuarantor LP, provide free of charge to the GuarantorGuarantor LP, office space, facilities, equipment and staff sufficient to enable the Guarantor LP to fulfil its obligations under this Agreement;
(mg) it will not knowingly fail to comply with any legal requirements in the performance of the Services;
(nh) it will maintain the accounts and records relating to the Loans and their Related Security in accordance with sound accounting and business practices;
(i) make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Canadian dollars CAD in immediately available funds for value on such day without set-off (including, without limitation, in respect of any fees owed to it) or counterclaim;
(oj) it will forthwith and in any event prior to the next Guarantor LP Payment Date after becoming aware of any event which may reasonably give rise to an obligation of the Seller to repurchase any Loan sold to the Guarantor LP in the Covered Bond Portfolio pursuant to the Mortgage Sale Agreement, notify the Guarantor LP in writing of such event;
(pk) it will upon the request of the Guarantor or the Bond Trustee, with the Bond Trustee, within 60 days of the ratings of the Servicer by one or more the Rating Agencies falling below the Servicer Replacement Threshold Ratings, use commercially reasonable efforts to enter into a new or a master servicing agreement with a third party under which in such third party will undertake the servicing obligations in relation to the Covered Bond Portfolio, substantially in the form of this Agreement (or otherwise subject to satisfaction of the Rating Agency Condition), with such modifications as the Guarantor LP and the Bond Trustee may shall reasonably require including with respect to the payment of servicing fees, provided the ratings of such replacement Servicer are at or above the Servicer Replacement Threshold Ratingsrequire; and
(ql) it will, within five 5 Business Days of notification from the Guarantor LP of the identity of any proposed New Seller, the Servicer shall provide the Rating Agencies with such details of that proposed New Seller as may be reasonably required by the Rating Agencies.
15.2 The covenants of the Servicer in Section 15.1 shall remain in force until this Agreement is terminated in respect of the relevant Servicer but without prejudice to any right or remedy of the Guarantor, the Bond Trustee and/or the Seller arising from breach of any such covenant prior to the date of termination of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement
Representations, Warranties and Covenants of Servicer. 15.1 (a) The Servicer hereby represents, warrants and undertakes to, and covenants with, each to the Collateral Agent (for the benefit of the Guarantor and the Bond Trustee that without prejudice to any of its specific obligations hereunder Secured Parties) that:
(ai) the Servicer is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and is qualified to transact business in and is in good standing under the laws of each state in which it possesses is necessary for it to be so qualified in order to carry on its business as now being conducted and has all licenses necessary to carry on its business as now being conducted; the Servicer has the full power and authority to own its property, to carry on its business as presently conducted, and to execute, deliver and perform this Servicing Agreement and each other Transaction Document to which the Servicer is a party; the execution, delivery and performance of this Servicing Agreement and each other Transaction Document to which the Servicer is a party by the Servicer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary experiencelimited liability company action on the part of the Servicer; and this Servicing Agreement and each other Transaction Document to which the Servicer is a party evidences the legal, qualificationsvalid, facilities binding and enforceable obligation of the Servicer, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity.
(ii) the Servicer is not required to obtain the consent of any other resources party or obtain the consent, license, approval or authorization of, or make any registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement or any other Transaction Document to perform its responsibilities under which the Servicer is a party;
(iii) the consummation of the transactions contemplated by this Servicing Agreement and the other Transaction Documents to which it the Servicer is a party and it the fulfillment of the terms hereby and thereby will devote all due skillnot result in the breach of any term or provision of the limited liability company agreement of the Servicer or result in the breach of any term or provision of, care and diligence or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the performance Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its obligations and property or the exercise of its discretions hereunderReceivables are subject;
(biv) it will comply with the provisions ofServicer is not a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, that materially and adversely affects, or may in the future be reasonably expected to materially and adversely affect, the ability of the Servicer to perform its obligations under, under this Agreement, the Servicing Agreement or any other Transaction Documents Document to which it is party and the CMHC Guide, in each case in any capacity;
(c) the unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default rating, of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the Servicer Replacement Threshold Ratings;
(d) it is and will continue to be in good standing with OSFI;
(e) it is and will continue to be in material compliance with its internal policies and procedures relevant to the services to be provided by it pursuant to this Agreement and the other Transaction Documents to which it is party;
(f) it is and will continue to be in material compliance with all laws, regulations and rules applicable to it in relation to the services provided by it pursuant to this Agreement and the other Transaction Documents to which it is a party;
(gv) it will comply with the terms of the Security Sharing Agreement;
(h) it will administer the Portfolio Assets as if the same had not been sold there are no actions, suits or proceedings pending or, to the Guarantor but had remained on the books of the Seller and, in the event the Servicer agrees, subject to Article 7, to service New Loans and their Related Security sold by New Sellers to the Guarantor, as if such New Loans and their Related Security had been Loans and their Related Security of the Seller which had remained on the books knowledge of the Servicer;
(i) it will provide , threatened against the Services in such manner and Servicer, before or by any court, administrative agency, arbitrator or governmental body with the same level of skill, care and diligence as would a Reasonable and Prudent Mortgage Lender and using that degree of skill and attention that it exercises in managing, servicing, administering, collecting and performing similar functions relating respect to comparable loans that it services for itself;
(j) it will comply with any proper directions, orders and instructions which the Guarantor may from time to time give to it in accordance with the provisions of this Agreement;
(k) it will keep in force all licences, approvals, authorizations and consents which may be necessary in connection with the performance of the Services and prepare and submit on a timely basis all necessary applications and requests for any further approvaltransactions contemplated by this Servicing Agreement, authorization, consent or licence required in connection with the performance of the Services;
(l) it that will, save as otherwise agreed with the Guarantor, provide free of charge if determined adversely to the GuarantorServicer, office space, facilities, equipment affect the validity or enforceability hereof or materially and staff sufficient adversely affect the Servicer’s ability to enable the Guarantor to fulfil perform its obligations under this AgreementServicing Agreement or any other Transaction Document to which the Servicer is a party;
(mvi) it will not knowingly fail to comply with any legal requirements attached as Exhibit A hereto is, in the performance all material respects, a true, complete and correct copy of the ServicesList of the Receivables as of the Closing Date;
(nvii) as of the Transfer Date, the Servicer (i) is not “insolvent” (as such terms is defined in §101(32)(A) of the Bankruptcy Code), (ii) is able to pay its debts as they become due, and (iii) does not have unreasonably small capital for the business in which it will make is engaged or for any business or transaction in which it is about to engage;
(viii) all payments required certificates, reports, financial statements and similar writings furnished by the Servicer at anytime to be made by it the Collateral Agent or the Administrator under or in connection with this Servicing Agreement or pursuant to this any requirement of, or in response to any request of any such party under the Receivables Financing Agreement or any other Transaction Document have been, and all such certificates, reports, financial statements and similar writings hereafter furnished by the Servicer to such parties will be, true and accurate in every respect material to the transactions contemplated hereby on the due date for payment thereof as of which any such certificate, report, financial statement or similar writing was or will be delivered, and shall not omit to state any material facts or any facts necessary to make the statements contained therein, in Canadian dollars light of the circumstances under which they were made, not materially misleading;
(ix) the Servicer will comply in immediately available funds for value on all material respects with all applicable laws, rules, regulations and orders of all governmental authorities (including those which relate to the Receivables) the violation of which could have a Material Adverse Effect;
(x) the Servicer will preserve and maintain its limited liability company existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign organization in the jurisdiction where its principal place of business and its chief executive office are located and in each other jurisdiction where the failure to preserve and maintain such day without set-off existence, rights, franchises, privileges and qualifications could have a Material Adverse Effect.
(xi) the Servicer will keep books and records that accurately reflect all of Servicer’s business affairs and transactions, maintain and implement administrative and operating procedures (including, without limitation, an ability to re-create records evidencing the Receivables in respect the event of any fees owed to itthe destruction of the originals thereof) and keep and maintain all documents, books, records and other information reasonably necessary or counterclaimadvisable for the collection of all Receivables;
(oxii) it except in connection with litigation, actions and proceedings in the ordinary course and relating to the Receivables relating to the Servicer’s servicing duties as contemplated by the Accepted Servicing Practices, the Servicer will forthwith furnish to the Administrator, the Collateral Agent:
(A) As soon as possible, and in any event prior to the next Guarantor Payment Date after becoming aware of any event which may reasonably give rise to an obligation of the Seller to repurchase any Loan sold to the Guarantor in the Covered Bond Portfolio pursuant to the Mortgage Sale Agreementwithin three Business Days after, notify the Guarantor in writing of such event;
(p) it will upon the request of the Guarantor or the Bond Trustee, with the Bond Trustee, within 60 days of the ratings of the Servicer by one or more Rating Agencies falling below the Servicer Replacement Threshold Ratingsreceives notice thereof, use commercially reasonable efforts to enter into any settlement of, judgment (including a new or a master servicing agreement with a third party under which such third party will undertake the servicing obligations in relation to the Covered Bond Portfolio, substantially in the form of this Agreement (or otherwise subject to satisfaction of the Rating Agency Condition), with such modifications as the Guarantor and the Bond Trustee may reasonably require including judgment with respect to the payment liability phase of servicing feesa bifurcated trial) in or commencement of, provided any labor controversy, litigation, investigation, action or proceeding of the ratings type described in Section 2.01(v) and, upon the Collateral Agent’s or the Administrator’s request, copies of all non-confidential or non-privileged documentation relating thereto;
(B) As soon as possible and in any event within three Business Days of the Servicer’s knowledge thereof, notice of any material adverse development in previously disclosed litigation, investigation or proceeding;
(C) Promptly and in any event within three Business Days of the Servicer’s knowledge thereof, notice of any other event or circumstance that, in the reasonable judgment of the Servicer, could have a Material Adverse Effect on the Servicer and notice of any accounting impairment of the “cumulative collection curve” required in accordance with the Servicer’s standard accounting procedures;
(D) As soon as possible and in any event within three Business Days after the occurrence of each Servicer Termination Event and each Unmatured Servicer Termination Event, notice of such replacement occurrence setting forth details of such event and the action that Servicer are at or above the Servicer Replacement Threshold Ratingsproposes to take with respect thereto; and
(qE) it willPromptly, within five Business Days of notification from time to time, such other information, documents, records or reports respecting the Guarantor Receivables, or the condition or operations, financial or otherwise, of the identity Servicer as the Collateral Agent or the Administrator may from time to time reasonably request.
(xiii) subject to Section 2.01(a)(x), the Servicer will maintain (and will obtain and maintain on behalf of the Borrower) all licenses, permits, charters and registrations which are material to the performance of its or the Borrower’s obligations under this Servicing Agreement and each other Transaction Document to which the Servicer or the Borrower is a party;
(xiv) except pursuant to, or as contemplated by, the Transaction Documents, the Servicer shall not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist voluntarily or, for a period in excess of 10 days, involuntarily any Adverse Claims naming the Servicer as debtor upon or with respect to any of the Collateral;
(xv) the Servicer will not make any change in its instructions to Obligors regarding payments to be made to the Servicer or any Subservicer that could adversely affect the collectibility of any proposed New SellerReceivable;
(xvi) the Servicer will comply with Section 9.1.7 of the Receivables Financing Agreement;
(xvii) the Servicer shall ensure that any filings, provide notices, consents or recordings required to perfect the Rating Agencies transfer of the Receivable Assets (excluding up to $100,000 worth of Receivable Assets in the aggregate) have been duly made (or will be made prior to March 30, 2007) and the Borrower, and the Collateral Agent as assignee, has the same rights as Originator has or would have (if Originator or the Sellers were still the owner of such Receivables) against the Obligors;
(xviii) the Servicer shall ensure that, with respect to each Receivable (excluding up to $100,000 of Receivables in the aggregate) related to judgments, all required notices and recordings with respect to the related transfer of such Receivable have been filed or otherwise made of record with the applicable court on the first date after the Transfer Date when the Servicer makes any filings or appearances with such details court, except where in the reasonable judgment of that proposed New Seller the Servicer or any applicable Subservicer, filing of such notices and recordings is not cost-effective and in the best interests of the Borrower; and
(xix) the Servicer will maintain with responsible insurance companies, such insurance as may be reasonably required by the Rating Agenciesany law or governmental regulation or court decree or order applicable to it and such other insurance, to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated, including, without limitation (1) an errors and omissions insurance policy and (2) a blanket employee dishonest coverage.
15.2 (b) The Borrower hereby represents, warrants and covenants to the Collateral Agent (for the benefit of the Secured Parties) and the Servicer that:
(i) the Borrower is duly organized, validly existing and in Section 15.1 shall remain in force until this Agreement is terminated in respect good standing as a limited liability company under the laws of the relevant Servicer but without prejudice State of Delaware and is qualified to any right or remedy transact business in and is in good standing under the laws of each state in which it is necessary for it to be so qualified in order to carry on its business as now being conducted; the Borrower has the full power and authority to own its property, to carry on its business as presently conducted, and to execute, deliver and perform this Servicing Agreement; the execution, delivery and performance of this Servicing Agreement by the Borrower and the consummation of the Guarantortransactions contemplated hereby have been duly and validly authorized by all necessary partnership action on the part of the Borrower; and this Servicing Agreement evidences the legal, valid, binding and enforceable obligation of the Bond Trustee and/or Borrower, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity.
(ii) the Seller arising from Borrower is not required to obtain the consent of any other party or obtain the consent, license, approval or authorization of, or make any registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement;
(iii) the consummation of the transactions contemplated by this Servicing Agreement and the fulfillment of the terms hereof will not result in the breach of any such covenant prior term or provision of the limited liability company agreement of the Borrower or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Borrower or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Borrower or its property or the Receivables are subject;
(iv) the Borrower is not a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, that adversely affects, or may in the future be reasonably expected to adversely affect, the ability of the Borrower to perform its obligations under this Servicing Agreement; and
(v) there are no actions, suits or proceedings pending or, to the date knowledge of termination the Borrower, threatened against the Borrower, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the transactions contemplated by this Servicing Agreement. Upon discovery by the Borrower, the Servicer or the Collateral Agent of a breach of any of the representations and warranties set forth in this Section 2.01, the party discovering such breach shall give prompt written notice thereof to the other parties.
Appears in 1 contract
Representations, Warranties and Covenants of Servicer. 15.1 The Servicer hereby represents, warrants and undertakes to, and covenants with, each of the Guarantor and the Bond Trustee that without prejudice to any of its specific obligations hereunder that:
(a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement and the other Transaction Documents to which it is a party and it will devote all due skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunder;
(b) it will comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is party and the CMHC Guide, in each case in any capacity;
(c) the unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default rating, of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the Servicer Replacement Threshold Ratings;
(d) it is and will continue to be in good standing with OSFI;; MT DOCS 14908769v9 21 Servicing Agreement
(e) it is and will continue to be in material compliance with its internal policies and procedures relevant to the services to be provided by it pursuant to this Agreement and the other Transaction Documents to which it is party;
(f) it is and will continue to be in material compliance with all laws, regulations and rules applicable to it in relation to the services provided by it pursuant to this Agreement and the other Transaction Documents to which it is a party;
(g) it will comply with the terms of the Security Sharing Agreement;
(h) it will administer the Portfolio Assets as if the same had not been sold to the Guarantor but had remained on the books of the Seller and, in the event the Servicer agrees, subject to Article 7, to service New Loans and their Related Security sold by New Sellers to the Guarantor, as if such New Loans and their Related Security had been Loans and their Related Security of the Seller which had remained on the books of the Servicer;
(i) it will provide the Services in such manner and with the same level of skill, care and diligence as would a Reasonable and Prudent Mortgage Lender and using that degree of skill and attention that it exercises in managing, servicing, administering, collecting and performing similar functions relating to comparable loans that it services for itself;
(j) it will comply with any proper directions, orders and instructions which the Guarantor may from time to time give to it in accordance with the provisions of this Agreement;
(k) it will keep in force all licences, approvals, authorizations and consents which may be necessary in connection with the performance of the Services and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorization, consent or licence required in connection with the performance of the Services;
(l) it will, save as otherwise agreed with the Guarantor, provide free of charge to the Guarantor, office space, facilities, equipment and staff sufficient to enable the Guarantor to fulfil its obligations under this Agreement;
(m) it will not knowingly fail to comply with any legal requirements in the performance of the Services;
(n) it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Canadian dollars in immediately available funds for value on such day without set-off (including, without limitation, in respect of any fees owed to it) or counterclaim;; MT DOCS 14908769v9 22 Servicing Agreement
(o) it will forthwith and in any event prior to the next Guarantor Payment Date after becoming aware of any event which may reasonably give rise to an obligation of the Seller to repurchase any Loan sold to the Guarantor in the Covered Bond Portfolio pursuant to the Mortgage Sale Agreement, notify the Guarantor in writing of such event;
(p) it will upon the request of the Guarantor or the Bond Trustee, with the Bond Trustee, within 60 days of the ratings of the Servicer by one or more Rating Agencies falling below the Servicer Replacement Threshold Ratings, use commercially reasonable efforts to enter into a new or a master servicing agreement with a third party under which such third party will undertake the servicing obligations in relation to the Covered Bond Portfolio, substantially in the form of this Agreement (or otherwise subject to satisfaction of the Rating Agency Condition), with such modifications as the Guarantor and the Bond Trustee may reasonably require including with respect to the payment of servicing fees, provided the ratings of such replacement Servicer are at or above the Servicer Replacement Threshold RatingsRatings (without regard to the ratings of Fitch); and
(q) it will, within five Canadian Business Days of notification from the Guarantor of the identity of any proposed New Seller, provide the Rating Agencies with such details of that proposed New Seller as may be reasonably required by the Rating Agencies.
15.2 The covenants of the Servicer in Section 15.1 shall remain in force until this Agreement is terminated in respect of the relevant Servicer but without prejudice to any right or remedy of the Guarantor, the Bond Trustee and/or the Seller arising from breach of any such covenant prior to the date of termination of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement
Representations, Warranties and Covenants of Servicer. 15.1 The Servicer hereby represents, warrants and undertakes to, and covenants with, each of the Guarantor and the Bond Trustee that without prejudice to any of its specific obligations hereunder hereunder, that:
(a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement and the other Transaction Documents to which it is a party and it will devote all due skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunder;
(b) it will comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is party and the CMHC Guide, in each case in any capacity;
(c) the unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default rating, obligations of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the Servicer Replacement Threshold Ratings;
(d) it is and will continue to be in good standing with OSFI;
(e) it is and will continue to be in material compliance with its internal policies and procedures relevant to the services to be provided by it pursuant to this Agreement and the other Transaction Documents to which it is party;
(f) it is and will continue to be in material compliance with all laws, regulations and rules applicable to it in relation to the services provided by it pursuant to this Agreement and the other Transaction Documents to which it is a party;
(g) it will comply with the terms of the Security Sharing Agreement;
(h) it will administer the Portfolio Assets Loans and their Related Security as if the same had not been sold to the Guarantor but had remained on the books of the Seller and, in the event the Servicer agrees, subject to Article 7, to service New Loans and their Related Security sold by New Sellers to the Guarantor, New Loans as if such New Loans and their Related Security had been Loans and their Related Security of the Seller which had remained on the books of the Servicer;
(i) it will provide the Services in such manner and with the same level of skill, care and diligence as would a Reasonable and Prudent Mortgage Lender and using that degree of skill and attention that it exercises in managing, servicing, administering, collecting and performing similar functions relating to comparable loans that it services for itself;
(j) it will comply with any proper directions, orders and instructions which the Guarantor may from time to time give to it in accordance with the provisions of this Agreement;
(k) it will keep in force all licences, approvals, authorizations and consents which may be necessary in connection with the performance of the Services and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorization, consent or licence required in connection with the performance of the Services;
(l) it will, save as otherwise agreed with the Guarantor, provide free of charge to the Guarantor, office space, facilities, equipment and staff sufficient to enable the Guarantor to fulfil its obligations under this Agreement;
(m) it will not knowingly fail to comply with any legal requirements in the performance of the Services;
(n) it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Canadian dollars in immediately available funds for value on such day without set-off (including, without limitation, in respect of any fees owed to it) or counterclaim;
(o) it will forthwith and in any event prior to the next Guarantor Payment Date after becoming aware of any event which may reasonably give rise to an obligation of the Seller to repurchase any Loan sold to the Guarantor in the Covered Bond Portfolio pursuant to the Mortgage Sale Agreement, notify the Guarantor in writing of such event;
(p) it will will, upon the request of the Guarantor or the Bond Trustee, with the Bond Trustee, within 60 days of the ratings of the Servicer by one or more Rating Agencies falling below the Servicer Replacement Threshold Ratings, use commercially reasonable efforts to enter into a new or a master servicing agreement with a third party under which such third party will undertake the servicing obligations in relation to the Covered Bond Portfolio, substantially in the form of this Agreement (or otherwise subject to satisfaction of the Rating Agency Condition), with such modifications as the Guarantor and the Bond Trustee may reasonably require including with respect to the payment of servicing fees, provided the ratings of such replacement Servicer are at or above the Servicer Replacement Threshold Ratings; and
(q) it will, within five 5 Toronto Business Days of notification from the Guarantor of the identity of any proposed New Seller, the Servicer shall provide the Rating Agencies with such details of that proposed New Seller as may be reasonably required by the Rating Agencies.
15.2 The covenants of the Servicer in Section 15.1 shall remain in force until this Agreement is terminated in respect of the relevant Servicer but without prejudice to any right or remedy of the Guarantor, the Bond Trustee and/or the Seller arising from breach of any such covenant prior to the date of termination of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement
Representations, Warranties and Covenants of Servicer. 15.1 The Servicer hereby represents, warrants and undertakes to, and covenants with, each of the Guarantor and the Bond Trustee that without prejudice to any of its specific obligations hereunder that:
(a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement and the other Transaction Documents to which it is a party and it will devote all due skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunder;
(b) it will comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is party and the CMHC Guide, in each case in any capacity;
(c) the unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default rating, of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the Servicer Replacement Threshold Ratings;
(d) it is and will continue to be in good standing with OSFI;
(e) it is and will continue to be in material compliance with its internal policies and procedures relevant to the services to be provided by it pursuant to this Agreement and the other Transaction Documents to which it is party;
(f) it is and will continue to be in material compliance with all laws, regulations and rules applicable to it in relation to the services provided by it pursuant to this Agreement and the other Transaction Documents to which it is a party;
(g) it will comply with the terms of the Security Sharing Agreement;
(h) it will administer the Portfolio Assets as if the same had not been sold to the Guarantor but had remained on the books of the Seller and, in the event the Servicer agrees, subject to Article 7, to service New Loans and their Related Security sold by New Sellers to the Guarantor, as if such New Loans and their Related Security had been Loans and their Related Security of the Seller which had remained on the books of the Servicer;
(i) it will provide the Services in such manner and with the same level of skill, care and diligence as would a Reasonable and Prudent Mortgage Lender and using that degree of skill and attention that it exercises in managing, servicing, administering, collecting and performing similar functions relating to comparable loans that it services for itself;
(j) it will comply with any proper directions, orders and instructions which the Guarantor may from time to time give to it in accordance with the provisions of this Agreement;
(k) it will keep in force all licences, approvals, authorizations and consents which may be necessary in connection with the performance of the Services and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorization, consent or licence required in connection with the performance of the Services;
(l) it will, save as otherwise agreed with the Guarantor, provide free of charge to the Guarantor, office space, facilities, equipment and staff sufficient to enable the Guarantor to fulfil its obligations under this Agreement;
(m) it will not knowingly fail to comply with any legal requirements in the performance of the Services;
(n) it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Canadian dollars in immediately available funds for value on such day without set-off (including, without limitation, in respect of any fees owed to it) or counterclaim;
(o) it will forthwith and in any event prior to the next Guarantor Payment Date after becoming aware of any event which may reasonably give rise to an obligation of the Seller to repurchase any Loan sold to the Guarantor in the Covered Bond Portfolio pursuant to the Mortgage Sale Agreement, notify the Guarantor in writing of such event;
(p) it will upon the request of the Guarantor or the Bond Trustee, with the Bond Trustee, within 60 days of the ratings of the Servicer by one or more Rating Agencies falling below the Servicer Replacement Threshold Ratings, use commercially reasonable efforts to enter into a new or a master servicing agreement with a third party under which such third party will undertake the servicing obligations in relation to the Covered Bond Portfolio, substantially in the form of this Agreement (or otherwise subject to satisfaction of the Rating Agency Condition), with such modifications as the Guarantor and the Bond Trustee may reasonably require including with respect to the payment of servicing fees, provided the ratings of such replacement Servicer are at or above the Servicer Replacement Threshold Ratings; and
(q) it will, within five Canadian Business Days of notification from the Guarantor of the identity of any proposed New Seller, provide the Rating Agencies with such details of that proposed New Seller as may be reasonably required by the Rating Agencies.
15.2 The covenants of the Servicer in Section 15.1 shall remain in force until this Agreement is terminated in respect of the relevant Servicer but without prejudice to any right or remedy of the Guarantor, the Bond Trustee and/or the Seller arising from breach of any such covenant prior to the date of termination of this Agreement.
Appears in 1 contract
Samples: Mortgage Sale Agreement
