Common use of Securitization Transactions Clause in Contracts

Securitization Transactions. (A) The Company and each of its Subsidiaries, as servicer under the applicable Loan Servicing Agreement, (the "Securitization Servicer") of each outstanding transaction under which the Company or any of its Subsidiaries have sold or pledged Loans in a securitization, whether sold under the Securities Act or otherwise (a "Securitization Transaction"), has complied in all material respects with all Contracts, including the Loan Servicing Agreements, and all conditions to be performed or satisfied by it with respect to all agreements and arrangements pursuant to which such person is bound under such Securitization Transaction (collectively, "Securitization Instruments"). (B) No Securitization Servicer or, to the Company's knowledge, no trustee or issuer with respect to any Securitization has taken any action which would reasonably be expected to adversely affect the characterization or tax treatment for federal, state or local income or franchise tax purposes of the issuer or any securities issued in a Securitization Transaction, and all required federal, state and local tax and information returns relating to any Securitization Transaction have been properly filed. (C) Each representation and warranty made by the Company or any of its Subsidiaries in each "Purchase Agreement," "Pooling and Servicing Agreement," "Placement Agency Agreement," "Servicer's Indemnification Agreement" and any other Securitization Instrument to which any of them was a party in any Securitization Transaction was true and correct in all material respects whenever made or reaffirmed by any of them and the Company and each of its Subsidiaries have each fully performed and carried out each covenant and agreement made by any of them in any such Securitization Instrument.

Securitization Transactions. (A) The Company Headlands and each of its Subsidiaries, as servicer under the applicable Loan Servicing Agreement, Agreement (the "Securitization Servicer") of each outstanding transaction under which the Company Headlands or any of its Subsidiaries have sold or pledged Loans in a securitization, whether sold under the Securities Act or otherwise (a "Securitization Transaction"), has complied in all material respects with all Contractscontracts, including the Loan Servicing Agreements, and all conditions to be performed or satisfied by it them with respect to all agreements and arrangements pursuant to which such person is bound under such Securitization Transaction (collectively, "Securitization Instruments"). (B) No Securitization Servicer or, to the CompanyHeadlands's knowledge, no trustee or issuer with respect to any Securitization Securitization, has taken any action which would reasonably be expected to adversely affect the characterization or tax treatment for federal, state or local income or franchise tax purposes of the issuer or any securities issued in a Securitization Transaction, and all required federal, state and local tax and information returns relating to any Securitization Transaction have been properly filed. (C) Each representation and warranty made by the Company Headlands or any of its Subsidiaries in each "Purchase Agreement," "Pooling and Servicing Agreement," "Placement Agency Agreement," "Servicer's Indemnification Agreement" and any other Securitization Instrument to which any of them was a party in any Securitization Transaction was true and correct in all material respects whenever made or reaffirmed by any of them and the Company Headlands and each of its Subsidiaries have each fully performed and carried out each covenant and agreement made by any of them in any such Securitization Instrument.

Securitization Transactions. (A) The Company and each of its Subsidiaries, as servicer under the applicable Loan Servicing Agreement, Agreement (the "Securitization ServicerSECURITIZATION SERVICER") of each outstanding transaction under which the Company or any of its Subsidiaries have sold or pledged Mortgage Loans in a securitization, whether sold under the Securities Act or otherwise (a "Securitization TransactionSECURITIZATION TRANSACTION"), has complied in all material respects with all Contractscontracts, including the Loan Servicing Agreements, and all conditions to be performed or satisfied by it them with respect to all agreements and arrangements pursuant to which such person is bound under such Securitization Transaction (collectively, "Securitization InstrumentsSECURITIZATION INSTRUMENTS"). (B) No Securitization Servicer or, to the Company's knowledgeKnowledge, no trustee or issuer with respect to any Securitization Securitization, has taken any action which would reasonably be expected to adversely affect the characterization or tax Tax treatment for federal, state or local income or franchise tax Tax purposes of the issuer or any securities issued in a Securitization Transaction, and all required federal, state and local tax and information returns relating to any Securitization Transaction have been properly filed. (C) Each representation and warranty made by the Company or any of its Subsidiaries in each "Purchase Agreement," "Pooling and Servicing Agreement," "Placement Agency Agreement," "Servicer's Indemnification Agreement" and any other Securitization Instrument to which any of them was a party in any Securitization Transaction was true and correct in all material respects whenever made or reaffirmed by any of them and the Company and each of its Subsidiaries have each fully performed and carried out each covenant and agreement made by any of them in any such Securitization Instrument.

Securitization Transactions. (A) The Company and each of its Subsidiaries, as servicer under the applicable Loan Servicing Agreement, (the "Securitization Servicer") of each outstanding transaction under which the Company or any of its Subsidiaries have sold or pledged Loans in a securitization, whether sold under the Securities Act or otherwise (a "Securitization Transaction"), has complied in all material respects with all Contracts, including the Loan Servicing Agreements, and all conditions to be performed or satisfied by it with respect to all agreements and arrangements pursuant to which such person is bound under such Securitization Transaction (collectively, "Securitization Instruments"). (B) No Securitization Servicer or, to the Company's knowledge, no trustee or issuer with respect to any Securitization has taken any action which would reasonably be expected to adversely affect the characterization or tax treatment for federal, state or local income or franchise tax purposes of the issuer or any securities issued in a Securitization Transaction, and all required federal, state and local tax and information returns relating to any Securitization Transaction have been properly filed. (C) Each representation and warranty made by the Company or any of its Subsidiaries in each "Purchase Agreement," "Pooling and Servicing Agreement," "Placement Agency Agreement," "Servicer's Indemnification Agreement" and any other Securitization Instrument to which any of them was a party in any Securitization Transaction was true and correct in all material respects whenever made or reaffirmed by any of them and the Company and each of its 21 26 Subsidiaries have each fully performed and carried out each covenant and agreement made by any of them in any such Securitization Instrument.