“Securitization Entity” means (i) any Person other than Seller (whether or not a Subsidiary of Seller) established for the purpose of issuing asset-backed or mortgaged-backed or mortgage pass-through securities of any kind (including collateralized mortgage obligations and net interest margin securities), (ii) any special purpose Subsidiary established for the purpose of selling, depositing or contributing assets into a Person described in clause (i) or holding securities in any related Securitization Entity, regardless of whether such person is an issuer of securities; provided that such Person is not an obligor with respect to any Indebtedness of Seller and (iii) any special purpose Subsidiary of Seller formed exclusively for the purpose of satisfying the requirements of any credit enhancement or support agreements and regardless of whether such Subsidiary is an issuer of securities.
“Seller” has the meaning assigned thereto in the preamble hereof.
“Seller Mortgage Loan Schedule” means the list of Eligible Mortgage Loans proposed to be purchased by Agent for the benefit of Purchasers, in the form of Exhibit H hereto, that will be delivered in an excel spreadsheet format by or on behalf of Seller to Agent, Purchasers and the Custodian and attached by the Custodian to the related Trust Receipt.
“Seller’s Wire Instructions” has the meaning assigned thereto in the Pricing Side Letter.
“Separateness Covenants” means the covenants listed in Section 2.06 of the LLC Agreement.
“Servicer” has the meaning assigned thereto in Section 16(a).
“Servicer Termination Event” means:
(a) Servicer fails to service the Mortgage Loans in accordance with Accepted Servicing Practices and Servicer fails to correct such failure after receiving written notice of such failure;
(b) Servicer fails to remit when due Income payments required to be made under the terms of this Agreement or such Mortgage Loan; or
(c) Servicer fails to meet the qualifications to maintain all requisite Approvals, such Approvals are revoked or such Approvals are materially modified.
“Servicing File” means with respect to each Mortgage Loan or REO Property, the file retained by Seller or REO Subsidiary or its respective designee consisting of all documents that a prudent originator and servicer would include (including copies of the Mortgage File), all documents necessary to document and service the Mortgage Loans and REO Properties and any and all documents required to be delivered in connection with any transfer of servicing pursuant to the Program Documents.