REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBSERVICER. The following representations, warranties and covenants of Subservicer to Servicer shall be ongoing and in effect throughout the term of this Agreement: (a) Subservicer is duly organized, validly existing and in good standing under the Laws governing its formation and existence, has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state if the laws of such state require licensing or qualification to conduct business of the type conducted by the Subservicer and perform its obligations as Subservicer hereunder (except where the failure to be so licensed or authorized and qualified does not have a materially adverse effect upon its ability to conduct its business); the Subservicer has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement by the Subservicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of the Subservicer; this Agreement evidences the valid, binding and enforceable obligation of the Subservicer; and all requisite action has been taken by the Subservicer to make this Agreement valid, binding and enforceable upon the Subservicer in accordance with its terms, except as enforcement hereof may be limited by applicable Debtor Relief Laws and general principles of equity. (b) The Subservicer holds a valid FHA Title I contract of insurance, is approved by the FHA to originate, purchase, service and sell loans insured under the FHA Regulations and is not subject to any administrative action, probation, suspension, withdrawal or termination of its FHA Title I contract of insurance under the FHA Regulations. (c) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc., under any state securities laws real estate syndication or "Blue Sky" statutes, as to which the Subservicer makes no such representation or warranty), that are necessary in connection with the execution and deliver by the Subservicer of this Agreement and the other related documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and such other documents on the part of the Subservicer and the performance by the Subservicer of its obligations as Subservicer under this Agreement and such other documents to which it is a party. (d) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Subservicer and will not result in (i) the breach of any terms or provisions of the charter or by-laws of the Subservicer, (ii) 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 either Subservicer or its properties are subject, or (iii) the violation of any Law to which either the Subservicer or its properties are subject. (e) To the best of the Subservicer's knowledge, neither this Agreement nor any statement, report or other document prepared by the Subservicer and furnished pursuant to this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading. (f) There is no action, suit, proceeding or investigation pending or, to the best of the Subservicer's knowledge, threatened against the Subservicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Subservicer or in any material impairment of the right or ability of the Subservicer to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement, or which would be likely to impair materially the ability of the Subservicer to perform under the terms of this Agreement. (g) The Subservicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Subservicer or its properties or might have consequences that would materially and adversely affect its performance hereunder. (h) The Subservicer shall comply with any net worth and capital requirements under applicable Law and shall not be subject to any regulatory action involving a cease and desist order with respect to its net worth or capital requirements. (i) The Subservicer shall not sell, transfer, assign or otherwise dispose of a customer or similar list comprised of the names of the Obligors under the Loans to any third party. (j) From time to time Subservicer will report, as more fully set forth in this Agreement, information relating to the Loans to Servicer, Master Servicer and Owner, and will do every act and thing which may be reasonably necessary or required to perform its duties under this Agreement.
Appears in 1 contract
Samples: Mortgage Loan Subservicing Agreement (Remodelers Investment Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBSERVICER. (a) The following representationsSubservicer hereby represents, warranties warrants and covenants of Subservicer to the Servicer shall be ongoing and in effect throughout the term of this Agreementthat:
(ai) the Subservicer is duly organized, validly existing and in good standing as a limited liability partnership under the Laws governing laws of the District of Columbia and is qualified to 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 formation business as now being conducted and existence, has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state if the laws of such state require licensing or qualification to conduct business of the type conducted by the Subservicer and perform its obligations as Subservicer hereunder (except where the failure to be so licensed or authorized and qualified does not have a materially adverse effect upon its ability to conduct its business)conducted; the Subservicer has the full power and authority to execute and deliver this Agreement own its property, to carry on its business as presently conducted, and to execute, deliver and perform in accordance herewiththis Subservicing Agreement; the execution, delivery and performance of this Subservicing Agreement by the Subservicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability partnership action on the part of the Subservicer; and this Subservicing Agreement evidences the legal, valid, binding and enforceable obligation of the Subservicer; and all requisite action has been taken by the Subservicer to make this Agreement valid, binding and enforceable upon the Subservicer in accordance with its terms, except as enforcement hereof enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity.;
(bii) The except for such consents, licenses, approvals or authorizations obtained on or prior to the date hereof, the Subservicer holds a valid FHA Title I contract of insurance, is approved by the FHA to originate, purchase, service and sell loans insured under the FHA Regulations and is not subject to any administrative action, probation, suspension, withdrawal or termination of its FHA Title I contract of insurance under the FHA Regulations.
(c) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be takenobtain the consent of any other party or obtain the consent, given license, approval or obtainedauthorization of, as the case may beor make any registration or declaration with, by or from any federalgovernmental authority, state or other governmental authority bureau or agency (other than any such actions, approvals, etc., under any state securities laws real estate syndication or "Blue Sky" statutes, as to which the Subservicer makes no such representation or warranty), that are necessary in connection with the execution and deliver by the Subservicer execution, delivery, performance, validity or enforceability of this Agreement and the other related documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals Subservicing Agreement;
(administrative, judicial or otherwiseiii) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Subservicing Agreement and such other documents on the part fulfillment of the Subservicer and the performance by the Subservicer of its obligations as Subservicer under this Agreement and such other documents to which it is a party.
(d) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Subservicer and terms hereby will not result in (i) the breach of any terms term or provisions provision of the charter or by-laws organizational documents of the Subservicer, (ii) Subservicer 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 either the Subservicer or its properties are property is subject, or (iii) result in the violation of any Law law, rule, regulation, order, judgment or decree to which either the Subservicer or its properties property are subject.;
(eiv) To the best Subservicer is not a party to, bound by or in breach or violation of the Subservicer's knowledge, neither this Agreement nor any statement, report indenture or other document prepared by the Subservicer and furnished pursuant agreement or instrument, or subject to this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.
(f) There is no action, suit, proceeding or investigation pending or, to the best of the Subservicer's knowledge, threatened against the Subservicer which, either in any one instance or in the aggregateviolation 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 result in any material adverse change in the businessfuture be reasonably expected to materially and adversely affect, operations, financial condition, properties or assets of the Subservicer or in any material impairment of the right or ability of the Subservicer to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement, or which would be likely to impair materially the ability of the Subservicer to perform its obligations under the terms of this Subservicing Agreement.;
(gv) The Subservicer is not in default there are no actions, suits or proceedings pending or, to the knowledge of the Subservicer, threatened against the Subservicer, before or by any court, administrative agency, arbitrator or governmental body with respect to any order of the transactions contemplated by this Subservicing Agreement, that will, if determined adversely to the Subservicer, affect the validity or decree of any court enforceability hereof or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default might have consequences that would materially and adversely affect the Subservicer’s ability to perform its obligations under this Subservicing Agreement;
(vi) [reserved];
(vii) as of the Transfer Date, the Subservicer (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 is engaged or for any business or transaction in which it is about to engage;
(viii) all certificates, reports, financial statements and similar writings furnished by the Subservicer at anytime to the Servicer under or in connection with this Subservicing Agreement have been, and all such certificates, reports, financial statements and similar writings hereafter furnished by the Subservicer to such parties will be, true and accurate in every respect material to the transactions contemplated hereby on the date 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 light of the circumstances under which they were made, not materially misleading;
(ix) the Subservicer will comply in 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 Subservicer will preserve and maintain its limited liability partnership 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 existence, rights, franchises, privileges and qualifications could have a Material Adverse Effect.
(xi) the Subservicer will keep books and records that accurately reflect all of Subservicer’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 the event of the destruction of the originals thereof) and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables;
(xii) except in connection with litigation, actions and proceedings in the ordinary course and relating to the Receivables relating to the Subservicer’s servicing duties as contemplated by the Accepted Servicing Practices, the Subservicer will furnish to the Servicer:
(1) As soon as possible, and in any event within three Business Days after, the Subservicer receives notice thereof, any settlement of, judgment (including a judgment with respect to the liability phase of a bifurcated trial) in or commencement of, any labor controversy, litigation, investigation, action or proceeding of the type described in Section 2.01(v) and, upon the Servicer’s request, copies of all non-confidential or non-privileged documentation relating thereto;
(2) As soon as possible and in any event within three Business Days of the Subservicer’s knowledge thereof, notice of any material adverse development in previously disclosed litigation, investigation or proceeding;
(3) Promptly and in any event within three Business Days of the Subservicer’s knowledge thereof, notice of any other event or circumstance that, in the reasonable judgment of the Subservicer, could have a Material Adverse Effect on the Subservicer;
(4) As soon as possible and in any event within three Business Days after the occurrence of each Subservicer Termination Event and each Unmatured Subservicer Termination Event, notice of such occurrence setting forth details of such event and the action that Subservicer proposes to take with respect thereto; and
(5) Promptly, from time to time, such other information, documents, records or reports respecting the Receivables, or the condition (or operations, financial or other) or operations otherwise, of the Subservicer or its properties or might have consequences that would materially and adversely affect its performance hereunderas the Servicer may from time to time reasonably request.
(hxiii) The Subservicer shall comply with any net worth and capital requirements under applicable Law and shall not be subject to any regulatory action involving a cease Section 2.01(a)(x), the Subservicer will maintain all licenses, permits, charters and desist order with respect registrations which are material to the performance of its net worth or capital requirements.obligations under this Subservicing Agreement;
(ixiv) The except pursuant to, or as contemplated by, this Subservicing Agreement, the Subservicer shall not sell, transfer, 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 a customer 10 days, involuntarily any Adverse Claims naming the Subservicer as debtor upon or similar list comprised with respect to any of the names Collateral;
(xv) the Subservicer will not make any change in its instructions to Obligors regarding payments to be made to the Subservicer that could adversely affect the collectibility of any Receivable;
(xvi) the Subservicer 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 Subservicer makes any filings or appearances with such court, except where in the reasonable judgment of the Obligors under Subservicer, filing of such notices and recordings is not cost-effective and in the Loans best interests of the Borrower; and
(xvii) the Subservicer will maintain with responsible insurance companies, such insurance as may be required by any law or governmental regulation or court decree or order applicable to any third partyit 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.
(jb) From time to time Subservicer will report, as more fully Upon discovery by the Servicer of a breach of any of the representations and warranties set forth in this AgreementSection 2.01, information relating the party discovering such breach shall give prompt written notice thereof to the Loans to Servicer, Master Servicer and Owner, and will do every act and thing which may be reasonably necessary or required to perform its duties under this Agreementother parties.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBSERVICER. (a) The following representationsSubservicer hereby represents, warranties warrants and covenants of Subservicer to the Servicer shall be ongoing and in effect throughout the term of this Agreementthat:
(ai) the Subservicer is duly organized, validly existing and in good standing as a limited liability partnership under the Laws governing laws of the District of Columbia and is qualified to 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 formation business as now being conducted and existence, has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state if the laws of such state require licensing or qualification to conduct business of the type conducted by the Subservicer and perform its obligations as Subservicer hereunder (except where the failure to be so licensed or authorized and qualified does not have a materially adverse effect upon its ability to conduct its business)conducted; the Subservicer has the full power and authority to execute and deliver this Agreement own its property, to carry on its business as presently conducted, and to execute, deliver and perform in accordance herewiththis Subservicing Agreement; the execution, delivery and performance of this Subservicing Agreement by the Subservicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability parntership action on the part of the Subservicer; and this Subservicing Agreement evidences the legal, valid, binding and enforceable obligation of the Subservicer; and all requisite action has been taken by the Subservicer to make this Agreement valid, binding and enforceable upon the Subservicer in accordance with its terms, except as enforcement hereof enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity.;
(bii) The except for such consents, licenses, approvals or authorizations obtained on or prior to the date hereof, the Subservicer holds a valid FHA Title I contract of insurance, is approved by the FHA to originate, purchase, service and sell loans insured under the FHA Regulations and is not subject to any administrative action, probation, suspension, withdrawal or termination of its FHA Title I contract of insurance under the FHA Regulations.
(c) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be takenobtain the consent of any other party or obtain the consent, given license, approval or obtainedauthorization of, as the case may beor make any registration or declaration with, by or from any federalgovernmental authority, state or other governmental authority bureau or agency (other than any such actions, approvals, etc., under any state securities laws real estate syndication or "Blue Sky" statutes, as to which the Subservicer makes no such representation or warranty), that are necessary in connection with the execution and deliver by the Subservicer execution, delivery, performance, validity or enforceability of this Agreement and the other related documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals Subservicing Agreement;
(administrative, judicial or otherwiseiii) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Subservicing Agreement and such other documents on the part fulfillment of the Subservicer and the performance by the Subservicer of its obligations as Subservicer under this Agreement and such other documents to which it is a party.
(d) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Subservicer and terms hereby will not result in (i) the breach of any terms term or provisions provision of the charter or by-laws organizational documents of the Subservicer, (ii) Subservicer 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 either the Subservicer or its properties are property is subject, or (iii) result in the violation of any Law law, rule, regulation, order, judgment or decree to which either the Subservicer or its properties property are subject.;
(eiv) To the best Subservicer is not a party to, bound by or in breach or violation of the Subservicer's knowledge, neither this Agreement nor any statement, report indenture or other document prepared by the Subservicer and furnished pursuant agreement or instrument, or subject to this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.
(f) There is no action, suit, proceeding or investigation pending or, to the best of the Subservicer's knowledge, threatened against the Subservicer which, either in any one instance or in the aggregateviolation 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 result in any material adverse change in the businessfuture be reasonably expected to materially and adversely affect, operations, financial condition, properties or assets of the Subservicer or in any material impairment of the right or ability of the Subservicer to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement, or which would be likely to impair materially the ability of the Subservicer to perform its obligations under the terms of this Subservicing Agreement.;
(gv) The Subservicer is not in default there are no actions, suits or proceedings pending or, to the knowledge of the Subservicer, threatened against the Subservicer, before or by any court, administrative agency, arbitrator or governmental body with respect to any order of the transactions contemplated by this Subservicing Agreement, that will, if determined adversely to the Subservicer, affect the validity or decree of any court enforceability hereof or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default might have consequences that would materially and adversely affect the Subservicer’s ability to perform its obligations under this Subservicing Agreement;
(vi) [reserved];
(vii) as of the Transfer Date, the Subservicer (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 is engaged or for any business or transaction in which it is about to engage;
(viii) all certificates, reports, financial statements and similar writings furnished by the Subservicer at anytime to the Servicer under or in connection with this Subservicing Agreement have been, and all such certificates, reports, financial statements and similar writings hereafter furnished by the Subservicer to such parties will be, true and accurate in every respect material to the transactions contemplated hereby on the date 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 light of the circumstances under which they were made, not materially misleading;
(ix) the Subservicer will comply in 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 Subservicer will preserve and maintain its limited liability partnership 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 existence, rights, franchises, privileges and qualifications could have a Material Adverse Effect.
(xi) the Subservicer will keep books and records that accurately reflect all of Subservicer’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 the event of the destruction of the originals thereof) and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables;
(xii) except in connection with litigation, actions and proceedings in the ordinary course and relating to the Receivables relating to the Subservicer’s servicing duties as contemplated by the Accepted Servicing Practices, the Subservicer will furnish to the Servicer:
(1) As soon as possible, and in any event within three Business Days after, the Subservicer receives notice thereof, any settlement of, judgment (including a judgment with respect to the liability phase of a bifurcated trial) in or commencement of, any labor controversy, litigation, investigation, action or proceeding of the type described in Section 2.01(v) and, upon the Servicer’s request, copies of all non-confidential or non-privileged documentation relating thereto;
(2) As soon as possible and in any event within three Business Days of the Subservicer’s knowledge thereof, notice of any material adverse development in previously disclosed litigation, investigation or proceeding;
(3) Promptly and in any event within three Business Days of the Subservicer’s knowledge thereof, notice of any other event or circumstance that, in the reasonable judgment of the Subservicer, could have a Material Adverse Effect on the Subservicer;
(4) As soon as possible and in any event within three Business Days after the occurrence of each Subservicer Termination Event and each Unmatured Subservicer Termination Event, notice of such occurrence setting forth details of such event and the action that Subservicer proposes to take with respect thereto; and
(5) Promptly, from time to time, such other information, documents, records or reports respecting the Receivables, or the condition (or operations, financial or other) or operations otherwise, of the Subservicer or its properties or might have consequences that would materially and adversely affect its performance hereunderas the Servicer may from time to time reasonably request.
(hxiii) The Subservicer shall comply with any net worth and capital requirements under applicable Law and shall not be subject to any regulatory action involving a cease Section 2.01(a)(x), the Subservicer will maintain all licenses, permits, charters and desist order with respect registrations which are material to the performance of its net worth or capital requirements.obligations under this Subservicing Agreement;
(ixiv) The except pursuant to, or as contemplated by, this Subservicing Agreement, the Subservicer shall not sell, transfer, 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 a customer 10 days, involuntarily any Adverse Claims naming the Subservicer as debtor upon or similar list comprised with respect to any of the names Collateral;
(xv) the Subservicer will not make any change in its instructions to Obligors regarding payments to be made to the Subservicer that could adversely affect the collectibility of any Receivable;
(xvi) the Subservicer 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 Subservicer makes any filings or appearances with such court, except where in the reasonable judgment of the Obligors under Subservicer, filing of such notices and recordings is not cost-effective and in the Loans best interests of the Borrower; and
(xvii) the Subservicer will maintain with responsible insurance companies, such insurance as may be required by any law or governmental regulation or court decree or order applicable to any third partyit 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.
(jb) From time to time Subservicer will report, as more fully Upon discovery by the Servicer of a breach of any of the representations and warranties set forth in this AgreementSection 2.01, information relating the party discovering such breach shall give prompt written notice thereof to the Loans to Servicer, Master Servicer and Owner, and will do every act and thing which may be reasonably necessary or required to perform its duties under this Agreementother parties.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBSERVICER. The following representations, warranties and covenants of are made by Subservicer to Servicer the Corporation on the date of this Agreement and shall be ongoing and in effect throughout the term of this Agreement, except that the representations, warranties and covenants made in Sections 2.03(h) and 2.03
(i) are made only as of the date hereof:
(a) Subservicer is duly organized, validly existing and in good standing under the Laws governing its formation and existence, has all licenses necessary to carry on its business as it is now being conducted conducted, and is licensed, qualified and in good standing in each state if the laws of such state require licensing or qualification to conduct business of the type conducted by the Subservicer and perform its obligations as Subservicer hereunder (except where the failure to be so licensed or duly authorized and qualified does not have a materially adverse effect upon its ability to conduct its business)transact in each applicable state any and all business contemplated by this Agreement and is in compliance with the Laws of each such state to the extent necessary to ensure the enforceability of the Mortgage Loans and the terms of this Agreement; the Subservicer has the all requisite corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement by the Subservicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of the Subservicer; this Agreement has been duly executed and delivered and evidences the valid, valid and binding and enforceable obligation of the Subservicer; and all requisite action has been taken by the Subservicer to make this Agreement valid, binding and enforceable upon the Subservicer in accordance with its terms, except as enforcement hereof may be limited by applicable Debtor Relief Laws and general principles of equity., whether considered in a proceeding at law or in equity;
(b) The Subservicer holds a valid FHA Title I contract of insurance, is approved by the FHA to originate, purchase, service and sell loans insured under the FHA Regulations and is not subject to any administrative action, probation, suspension, withdrawal or termination of its FHA Title I contract of insurance under the FHA Regulations.
(c) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc., under any state securities laws real estate syndication or "Blue Sky" statutes, as to which the Subservicer makes no such representation or warranty), that are Any necessary in connection with the execution and deliver by the Subservicer of this Agreement and the other related documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation approval of the transactions contemplated by this Agreement and such other documents on the part of the from each federal or state regulatory authority having jurisdiction over Subservicer and the performance by the has been obtained; there are no actions or proceedings pending or affecting Subservicer of that would adversely affect its obligations as Subservicer under this Agreement and such other documents ability to which it is a party.perform hereunder;
(dc) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Subservicer and will not result in (i) the breach of any terms term or provisions provision of the charter certificate of incorporation or by-laws bylaws of the Subservicer, (ii) Subservicer 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 either Subservicer or its properties are property is subject, or (iii) result in the violation of any Law to which either the Subservicer or its properties are property is subject.;
(d) From time to time Subservicer will report, as more fully set forth in this Agreement, information relating to the Mortgage Loans to the Corporation and the Participant, and will do every act and thing which may be reasonably necessary or required to perform its duties under this Agreement;
(e) To Subservicer agrees that for so long as it shall continue to serve in the capacity contemplated under the terms of this Agreement, Subservicer
(i) will not dissolve or otherwise dispose of all or substantially all of its assets and (ii) will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided, however, Subservicer may dispose of its assets, consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it if (A) such transferee, resulting or surviving entity (if other than the Subservicer) expressly assumes, in a form approved by the Corporation, all obligations of Subservicer under this Agreement (including any accrued liabilities thereunder), (B) such transferee, resulting or surviving entity (if other than the Subservicer) would not then be in default under any material provision of this Agreement, and (C) such transferee, resulting or surviving entity would have a net worth of at least $32,000,000. In connection with any disposition of assets, consolidation or merger which is permitted pursuant to the preceding sentence, the Corporation shall release Subservicer in writing from the obligations so assumed. Such release shall be effective upon the assumption by the transferee, resulting or surviving entity (if other than the Subservicer) of all obligations of Subservicer under this Agreement, it being understood that, unless the Corporation otherwise agrees in writing, Subservicer shall not be released from any liabilities arising from events, actions or omissions by Subservicer prior to the date of such assumption;
(f) No information, certificate of an Officer, statement furnished in writing, or report required hereunder, delivered to the Corporation or the Participant, will, to the best knowledge of the Subservicer's knowledgeSubservicer after due inquiry, neither this Agreement nor any statement, report or other document prepared by the Subservicer and furnished pursuant to this Agreement contains contain any untrue statement of a material fact or omits to state omit a material fact necessary to make the statements contained herein information, certificate, statement or therein report not misleading.;
(fg) The Subservicer can perform each and every covenant contained in this Agreement;
(h) There is no action, suit, proceeding or investigation pending or, to the best of the Subservicer's knowledge, or threatened against the Subservicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Subservicer Subservicer, or in any material impairment of the right or ability of the Subservicer to carry on its business substantially as now conducted, or in any material liability on the part of the Subservicer, or which would draw into question the validity of this AgreementAgreement or of any action taken or to be taken in connection with the obligations of the Subservicer contemplated herein, or which would be likely to impair materially the ability of the Subservicer to perform under the terms of this Agreement.
(g) The Subservicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Subservicer or its properties or might have consequences that would materially and adversely affect its performance hereunder.
(h) The Subservicer shall comply with any net worth and capital requirements under applicable Law and shall not be subject to any regulatory action involving a cease and desist order with respect to its net worth or capital requirements.;
(i) The Subservicer shall has not sell, transfer, assign dealt with any broker or otherwise dispose of agent or anyone else who might be entitled to a customer fee or similar list comprised of commission in connection with this transaction other than the names of the Obligors under the Loans to any third party.Corporation;
(j) From time Subservicer represents and warrants that it, and all of its information systems, data processing and other hardware, software and other systems, facilities, programs and procedures, are subject to time a plan which has been initiated and which has the goal of rendering such systems, data processing, hardware, software and procedures Y2K Compliant by June 30, 1999 and that such systems, data processing, hardware, software and procedures shall be Y2K Compliant by June 30, 1999; and
(k) Subservicer will reportmaintains a disaster recovery service plan (the "Disaster Recovery Service Plan") for the services provided by Subservicer, as more fully set forth in and shall continue to maintain such Disaster Recovery Service Plan for the services at all times during the term of this Agreement, information relating to the Loans to Servicer, Master Servicer and Owner, and will do every act and thing which may be reasonably necessary or required to perform its duties under this Agreement.. A
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBSERVICER. The Subservicer makes the following representations, warranties and covenants of Subservicer to the Servicer shall be ongoing and in effect throughout on the term date of this Agreement. The Subservicer shall be deemed to have repeated the representations and warranties in clauses (a), (b), (g), (h), (i), (j) and (m) on each date on which a new series of Notes is issued under the Indenture.:
a. The Subservicer (ai) Subservicer is duly organizedincorporated, validly existing existing, and in good standing under the Laws governing laws of the jurisdiction in which it is incorporated; (ii) is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the nature and extent of its formation business and existenceproperties require due qualification and good standing; (iii) possesses all requisite authority, has all licenses necessary permits and power to carry on conduct its business as now being conducted and is licensed, qualified and in good standing in each state if the laws of such state require licensing or qualification to conduct business of the type conducted contemplated by the Subservicer and perform its obligations as Subservicer hereunder (except where the failure to be so licensed or authorized and qualified does not have a materially adverse effect upon its ability to conduct its business); the Subservicer has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; including, without limitation, eligibility as a third-party servicer under the execution, delivery and performance of this Agreement by the Subservicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of the Subservicer; this Agreement evidences the valid, binding and enforceable obligation of the SubservicerHigher Education Act; and (iv) is in compliance with all requisite action has been taken by the Subservicer to make this Agreement valid, binding applicable laws and enforceable upon the Subservicer in accordance with its terms, except as enforcement hereof may be limited by applicable Debtor Relief Laws and general principles of equityregulations.
(b) b. The Subservicer holds a valid FHA Title I contract of insurance, is approved by the FHA to originate, purchase, service and sell loans insured under the FHA Regulations and is not subject to any administrative action, probation, suspension, withdrawal or termination of its FHA Title I contract of insurance under the FHA Regulations.
(c) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc., under any state securities laws real estate syndication or "Blue Sky" statutes, as to which the Subservicer makes no such representation or warranty), that are necessary in connection with the execution and deliver delivery by the Subservicer of this Agreement and the other related documents to which it is a partyperformance of its obligations hereunder (i) are within its corporate power, (ii) have been duly takenauthorized by all necessary corporate action, given (iii) require no action by or obtainedfiling with any governmental agency, except for any action or filing that has been taken or made on or before the date of this Agreement, and (iv) do not violate any provision of its articles of in corporation or bylaws.
c. The Subservicer will satisfy all of its obligations relating to the Subserviced Student Loans, maintain in effect all qualifications required in order to service the Subserviced Student Loans and comply in all material respects with all requirements of law if a failure to comply would have a materially adverse effect on the interest of the Issuer.
d. The Subservicer will not permit any rescission or cancellation of a Subserviced Student Loan except as ordered by a court or other government authority or as consented to by the case Eligible Lender Trustee and the Indenture Trustee, except that it may bewrite off any delinquent loan if the remaining balance of the borrower's account is less than $50.
e. The Subservicer will do nothing to impair the rights granted to the Noteholders under the Indenture, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom except for such actions as may be taken required by the Higher Education Act or review thereof may be obtained has expired other applicable law.
f. The Subservicer will not reschedule, revise, defer or no review thereof may be obtained otherwise compromise payments due on any Subserviced Student Loan except during any applicable interest only, deferral or appeal therefrom taken, forbearance periods or otherwise in accordance with all applicable standards and are adequate to authorize the consummation requirements for servicing of the transactions contemplated by this Agreement Subserviced Student Loans.
g. All Subservicer financial statements delivered to the Servicer were prepared according to U.S. generally accepted accounting principles ("GAAP") consistently applied and such other documents on present fairly, in all material respects, the part financial condition, results of operations and cash flows of the Subservicer as of, and for the performance by portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments).
h. No event which could cause a material adverse effect on the Subservicer's financial condition has occurred, and if such event shall occur, the Subservicer shall promptly give the Servicer and Issuer notice thereof.
i. The Subservicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition or its ability to meet its obligations as Subservicer under this Agreement and no outstanding or unpaid judgments against the Subservicer exist, and if such other documents to which it is a partyevent shall occur, the Subservicer shall promptly give the Servicer notice thereof.
(d) j. The consummation of Subservicer's examination process did not disclose or create any basis upon which to believe that each Subserviced Student Loan for which a certificate has been delivered under the transactions contemplated by this Agreement are Custody Agreement, except as indicated in the ordinary course of business of the Subservicer and will not result in such certificate, (i) is not in compliance in all material respects with all laws and rules and regulations with respect to the breach of any terms or provisions of the charter or by-laws of the Subservicerguaranty thereof, and (ii) does not conform to the breach applicable requirements 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 either Subservicer or its properties are subject, or (iii) the violation of any Law to which either the Subservicer or its properties are subjecteligibility for guaranty.
(e) To the best of the Subservicerk. The Subservicer agrees to maintain it's knowledge, neither this Agreement nor any statement, report or other document prepared by the Subservicer and furnished pursuant servicing system so that it will continue to this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.
(f) There is no action, suit, proceeding or investigation pending or, to the best of the Subservicer's knowledge, threatened against the Subservicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Subservicer or in any material impairment of the right or ability of the Subservicer to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement, or which would be likely to impair materially the ability of the Subservicer to perform provide all services required under the terms of this Agreement.
(g) The Subservicer is not l. Until all Subserviced Student Loans serviced hereunder have been repaid in default with respect full, or paid as a claim by a guarantor, or transferred to any order the Servicer or decree of any court or any orderanother Subservicer, regulation or demand of any federal, state, municipal or other governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Subservicer or its properties or might have consequences that would materially and adversely affect its performance hereunder.
(h) The Subservicer shall comply with any net worth and capital requirements under applicable Law and shall not be subject to any regulatory action involving a cease and desist order with respect to its net worth or capital requirements.agrees as follows:
(i) The Subservicer shall not sellcause to be furnished to the Servicer such financial statements as the Servicer may reasonably request, transferincluding quarterly unaudited financial statements within thirty (30) days after the conclusion of each fiscal quarter, assign and annual financial statements within ninety (90) days after the end of each fiscal year audited by Horne CPA Group or otherwise dispose of a customer or similar list comprised of nationally recognized independexx xxrtified public accounts and such other information with respect to its business affairs, assets, and liabilities as the names of the Obligors under the Loans to any third partyServicer may reasonably request.
(jii) From time The Subservicer shall maintain books, records and accounts necessary to time prepare financial statements according to GAAP and maintain adequate internal financial controls.
(iii) The Subservicer will reportshall maintain all licenses, as more fully set forth in this Agreement, information relating to the Loans to Servicer, Master Servicer and Ownerpermits, and will do every act franchises necessary for its business.
m. This Agreement will, upon execution and thing which may be reasonably necessary or required delivery by all parties thereto, constitute a legal and binding obligation of the Subservicer, enforceable against the Subservicer according to perform its duties under this Agreementterms.
Appears in 1 contract
Samples: Subservicing Agreement (SLC Student Loan Asset Backed Notes Series 2002-1)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBSERVICER. The following representationsSubservicer represents, warranties warrants and covenants with Servicer, as of Subservicer to Servicer shall be ongoing and in effect throughout the term of this Agreementdate hereof, or such other date as specified below, that:
(a) A. Subservicer is duly organized, validly existing and in good standing as a national banking organization organized under the Laws governing its formation federal laws of the United States and existence, has and will have all licenses necessary requisite power and authority to carry on its business as now being conducted and is as conducted during the Term of this Agreement. Subject to federal preemption of Applicable Laws, Subservicer has in full force and effect (without notice of possible suspension, revocation or impairment) all applicable qualifications, permits, approvals, licenses, and registrations to conduct all activities in all states in which its activities with respect to the Subserviced Mortgage Loans or related servicing rights require it to be qualified or licensed, qualified and in good standing in each state if the laws of such state require licensing or qualification to conduct business of the type conducted by the Subservicer and perform its obligations as Subservicer hereunder (except where the failure of Subservicer to be so licensed or authorized possess such qualifications, licenses, permits, approvals and qualified does registrations would not have a materially material adverse effect upon its on the ability of Subservicer to conduct its business); the enforce any Subserviced Mortgage Loan. Subservicer has the all requisite power and authority to execute enter into this Agreement, and deliver the individuals executing this Agreement on behalf of Subservicer are duly authorized to do so.
B. Subservicer is, or will be by the Effective Date, an approved servicer for Xxxxxxx Mac and Xxxxxx Xxx, an approved Xxxxxx Mae servicer in good standing and qualified by FHA and VA as a lender/mortgagee and servicer of FHA-insured Mortgage Loans and VA-guaranteed Mortgage Loans. If a Private Investor is the Investor for a Subserviced Mortgage Loan, Subservicer is, or will be as soon as practicable following the Effective Date, an approved originator, seller and servicer, as applicable, in good standing with such Private Investor. Subservicer has, or will obtain as soon as practicable following the Effective Date, the servicer ratings with the nationally recognized ratings agencies that are required under the Servicing Agreements with Private Investors or in order to perform in accordance herewith; maintain the executionrating of any securitization and as specified on Exhibit “E-1” attached hereto. Once approved, delivery and performance Subservicer shall at all times thereafter during the term of this Agreement maintain the foregoing approvals and ratings.
C. No approval from any local, state, or federal agency or authority must be obtained by Subservicer, other than those obtained by the Subservicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of the Subservicer; this Agreement evidences the validEffective Date, binding and enforceable obligation of the Subservicer; and all requisite action has been taken by the Subservicer to make this Agreement valid, binding and enforceable upon the Subservicer in accordance with its terms, except as enforcement hereof may be limited by applicable Debtor Relief Laws and general principles of equity.
(b) The Subservicer holds a valid FHA Title I contract of insurance, is approved by the FHA to originate, purchase, service and sell loans insured under the FHA Regulations and is not subject to any administrative action, probation, suspension, withdrawal or termination of its FHA Title I contract of insurance under the FHA Regulations.
(c) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc., under any state securities laws real estate syndication or "Blue Sky" statutes, as to which the Subservicer makes no such representation or warranty), that are necessary in connection with the its execution and deliver by the Subservicer delivery of this Agreement and the other related documents or in order for Subservicer to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of consummate the transactions contemplated by this Agreement Agreement. Subservicer agrees to obtain any necessary approval by Investors and Insurers for the assumption of Subservicer’s responsibilities under this Agreement; provided, that Servicer will cooperate with Subservicer as reasonably requested to obtain such other documents on approvals.
D. During the part Term of this Agreement, except as otherwise provided herein, Subservicer shall comply with all Applicable Servicing Requirements in connection with its subservicing of the Subserviced Mortgage Loans including, without limitation, subservicing the Subserviced Mortgage Loans in such a manner to enable Subservicer to provide disclosures, assessments of compliance and attestations and annual independent auditors’ assessments of the performance by the Subservicer’s performance. Subservicer of shall perform its obligations as set forth in the Regulation AB Addendum executed by Servicer and Subservicer in the form attached hereto as Exhibit “J” to the extent necessary for compliance with Applicable Servicing Requirements. If and to the extent that Subservicer actually knows, discovers or determines at any time during the Term of this Agreement that, in performing its duties under this Agreement and Agreement, Subservicer is in violation of the Applicable Servicing Requirements in any material respect, Subservicer shall promptly notify Servicer in writing of such other documents violation.
E. Subservicer shall not, during the Term of this Agreement, enter into any agreement or arrangement pursuant to which it is a party.
(d) The consummation Subservicer shall assign or any third party or parties shall assume Subservicer’s obligations with respect to the subservicing and administration of the transactions contemplated by this Agreement are in Subserviced Mortgage Loans. Further, Subservicer shall not, without the ordinary course prior written consent of business Servicer, enter into any agreement or arrangement with any third party or parties with respect to the performance of any material function related to the servicing and administration of the Subserviced Mortgage Loans (excluding arrangements or agreements in effect as of the Effective Date or the delegation of customary ancillary duties that do not constitute servicing); provided, that, with respect to any agreement or arrangement entered into by Subservicer and will not result in compliance with this Section 13.E. (i) any such arrangement or agreement shall be consistent with and not violate the breach terms of any terms or provisions of the charter or by-laws of the Subservicerthis Agreement, and (ii) Subservicer shall remain at all times obligated and liable for the breach subservicing and administration of the Subserviced Mortgage Loans on the terms provided in this Agreement. For the avoidance of doubt, any such agreement or arrangement shall comply with all Applicable Servicing Requirements, including without limitation all requirements of any term Governmental Body or provision of, Regulator having jurisdiction over Servicer 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 either Subservicer or its properties are subject, or (iii) the violation of any Law to which either the Subservicer or its properties are subjectSubserviced Mortgage Loans.
(e) To the best of the Subservicer's knowledge, neither this Agreement nor any statement, report or other document prepared by the Subservicer and furnished pursuant to this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.
(f) F. There is no action, suit, proceeding or investigation pending or, to the best of the Subservicer's ’s knowledge, threatened against the Subservicer Subservicer, which, either in any one instance or in the aggregate, may is reasonably likely to result in any material adverse change in the business, operations, operations or financial condition, properties or assets condition of the Subservicer Subservicer, or in any material impairment of the right or ability of the Subservicer to carry on its business substantially as now conducted, or in any material liability on the part of the Subservicer, or which would draw into question the validity of this AgreementAgreement or the Subserviced Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Subservicer contemplated herein, or which would be likely to impair materially the ability of the Subservicer to perform under its obligations hereunder.
G. During the terms Term of this Agreement.
(g) The , except as otherwise expressly agreed in writing by the Parties, Subservicer is shall not, and shall cause its employees not in default to, solicit Mortgagors with respect to the Subserviced Mortgage Loans for any order or decree purpose (other than in the performance of Subservicer’s obligations with respect to loss mitigation under this Agreement), including without limitation a refinancing of any court Subserviced Mortgage Loan, the origination of a mortgage loan secured by another Mortgaged Property owned by such Mortgagor, or the sale of optional insurance or any orderother banking or financial products or services; provided, regulation or demand of any federalhowever, state, municipal or other governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Subservicer or its properties or might have consequences that would materially and adversely affect its performance hereunder.
(h) The Subservicer following shall comply with any net worth and capital requirements under applicable Law not constitute solicitation and shall not be subject to any regulatory action involving a cease and desist order with respect to its net worth or capital requirements.
violate this covenant: (i) mass advertising or mailings (such as placing advertisements on television, on radio, in magazines or in newspapers or including messages in billing statements) that are not primarily directed towards the Mortgagors, and (ii) a solicitation for financial services to Mortgagors with whom Subservicer or an affiliate has a customer relationship unrelated to the Subserviced Mortgage Loan. Subservicer shall refer any written or oral requests received from a Mortgagor for a replacement or new mortgage loan, optional insurance or any other banking or financial product or service to Servicer as promptly as practicable but not later than two (2) Business Days after Subservicer receives any such request or, if agreed by the Parties in writing, Subservicer shall fulfill such request on Servicer’s behalf and in Servicer’s name.
H. Subservicer will maintain at all time during the Term a disaster recovery plan that complies with the Applicable Servicing Requirements, including without limitation any regulations and Orders of any Regulator. Subservicer will provide Servicer or its Regulator a copy upon request at Subservicer’s expense. Any updates to the disaster recovery plan shall be provided to Servicer within thirty (30) days of such update. The plan will be audited and tested at least once every twelve (12) months or as may otherwise be required pursuant to any Applicable Servicing Requirements or Applicable Laws, including without limitation any regulations and Orders of any Regulator. Subservicer shall not sell, transfer, assign diminish or otherwise dispose eliminate the level of a customer or similar list comprised of the names of the Obligors service provided pursuant to this Agreement under the Loans disaster recovery plan without Servicer’s prior written consent. In addition, Subservicer shall: (a) provide Servicer with a copy of any future third party certification report(s) that review and/or certify the disaster recovery plan when such report(s) is made available to any third party.
Subservicer and (jb) From upon Servicer’s requests from time to time Subservicer will reporttime, as more fully set forth in this Agreement, information relating to the Loans to allow Servicer, Master Servicer and Owner, and will do every act and thing which may be reasonably necessary its Regulator or required their agents on a semi-annual basis to perform its duties under this Agreementreview the disaster recovery plan procedures.
Appears in 1 contract
Samples: Mortgage Loan Subservicing Agreement (First Horizon National Corp)
