Knowledge” is made solely to the extent that such person has actual knowledge of the matter being represented and does not imply or suggest that the representation is otherwise in fact correct.
“Servicer”: Reverse Mortgage Solutions, Inc., in its capacity as servicer of each Mortgage Asset .
“Servicing Agreement”: The Reverse Mortgage Servicing Agreement, dated as of the Effective Date, by and between the Seller, as servicer, Purchaser, as client, and Note Purchaser, as the same may be amended, restated, supplemented or otherwise modified from time to time.
“Servicing File”: With respect to each Mortgage Asset, the file retained by the Servicer consisting of copies or originals of documents in the Collateral File related to such Mortgage Asset and any documents and servicing records gathered and retained in connection with the servicing of such Mortgage Asset.
“Servicing Rights”: With respect to each Mortgage Asset, any and all of the following: (a) any and all rights to service the Mortgage Assets; (b) any payments to or monies received for servicing the Mortgage Assets; (c) any late fees, penalties or similar payments with respect to the Mortgage Assets; (d) all agreements or documents creating, defining or evidencing any such servicing rights to the extent they relate to such servicing rights and all rights of the Servicer thereunder; (e) escrow payments or other similar payments with respect to the Mortgage Assets and any amounts actually collected by the Servicer with respect thereto; (f) all accounts and other rights to payment related to any of the property described in this paragraph; and (g) any and all documents, files, records, servicing files, servicing documents, servicing records, data tapes, computer records, or other information pertaining to the Mortgage Assets or pertaining to the past, present or prospective servicing of the Mortgage Assets.
CLOSING; TERMS AND CONDITIONS
Section 2.01 Agreement of Sale; Payment of Purchase Price and Reconciliation.
(a) Upon payment by Purchaser of the Estimated Closing Payment as of the Closing Date in accordance with the Funding Schedule, Seller hereby sells, assigns, transfers, delivers, and contributes, without recourse, except as set forth in this Agreement, on a servicing retained basis (subject to the terms of the Servicing Agreement), an undivided 100% Participation in Seller’s ownership rights in and to the Mortgages, Mortgage Notes and Collateral Documents relating to the Mortgage Assets and the proceeds (including but not limited to any REO Properties acquired in connection with the foreclosure of the HECM Loans) and all outstanding Advances as set forth on the Closing Date Statement delivered pursuant to Section 2.01(b) (the “Participation Interest”). The Participation is sold on a nonrecourse basis except as set forth in this Agreement. Subject to Section 2.05, Seller shall retain legal title to each Mortgage Asset, as agent for Purchaser, as the holder of the Participation evidencing the beneficial ownership in such Mortgage Asset, provided