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Contract analysis / sub-servicing-agreement-amendment.docx
sub-servicing-agreement-amendment.docx
High · 2
Medium · 9
Standard · 6
Section 1.1 — Additional Definitions
Medium
⚑ Liability cap to check against exposure
Section 1.1 — Additional Definitions As used in this Amendment, the following terms shall have the meanings set forth below: "Backup Servicer" means the backup servicer, if any, appointed from time to time in connection with the Securitization Transaction, as defined in and pursuant to the Sale and Servicing Agreement. "Class A Notes" means the Class A Asset-Backed Notes in the aggregate principal amount of One Hundr
Section 1.2 — Amended Definitions
Section 1.2 — Amended Definitions Any definitions contained in the MSA that conflict with or are supplemented by the definitions set forth in Section 1.1 of this Amendment shall be read in conjunction with, and to the extent of any conflict shall be superseded by, the definitions in this Amendment, but solely with respect to Receivables included in the Receivables Pool. For all purposes unrelated to the Trust Receiva
ARTICLE II — AMENDMENTS TO THE MASTER SERVICING AGREEMENT
ARTICLE II — AMENDMENTS TO THE MASTER SERVICING AGREEMENT
Section 2.1 — Scope of Servicer's Obligations with Respect to Trust Receivables
Section 2.1 — Scope of Servicer's Obligations with Respect to Trust Receivables (a) Clearview's servicing obligations under the MSA shall apply to all Receivables in the Receivables Pool as if each such Receivable were separately identified and scheduled under the MSA. Each Trust Receivable shall be serviced in accordance with the servicing standards, procedures, and practices set forth in the MSA as amended hereby,
Section 2.2 — Confirmation and Reaffirmation of Payment-Application Waterfall (Section 4.0
High
⚑ Penalty / liquidated damages
Section 2.2 — Confirmation and Reaffirmation of Payment-Application Waterfall (Section 4.03 of the MSA) (a) The Parties hereby confirm, reaffirm, and agree that the payment-application waterfall set forth in Section 4.03 of the MSA shall apply to all Trust Receivables without modification, deviation, or exception. The Parties acknowledge that the payment-application waterfall is a fundamental term of the MSA and of t
Section 2.3 — Monthly Investor Report Deliverables
Standard
⚑ Commercial term
Section 2.3 — Monthly Investor Report Deliverables (a) Clearview shall prepare and deliver a monthly Investor Report substantially in the form attached hereto as Exhibit A not later than two (2) Business Days prior to each Determination Date. The Investor Report shall be delivered to each of the following parties: (i) SBF, in its capacity as administrator of the Trust, at the address set forth in Section 2.10 of this
Section 2.4 — Static-Pool Performance Reporting
Standard
⚑ Commercial term
Section 2.4 — Static-Pool Performance Reporting (a) In addition to the monthly Investor Report required by Section 2.3, Clearview shall prepare and deliver quarterly static-pool performance reports (each, a "Static-Pool Report") showing cumulative gross loss, cumulative net loss, delinquency curves, and prepayment curves for each origination vintage of Receivables included in the Receivables Pool. Each origination vi
Section 2.5 — Data Integrity and System Controls
Medium
⚑ Notice / time limit to track
Section 2.5 — Data Integrity and System Controls (a) Clearview shall implement and maintain internal controls, system validations, and quality-assurance procedures sufficient to ensure the accuracy and completeness of all servicing data, reports, tapes, and other information provided in connection with the Trust Receivables and the Securitization Transaction. Such controls shall include, without limitation, automated
Section 2.6 — Servicing Fee Confirmation
Standard
⚑ Commercial term
Section 2.6 — Servicing Fee Confirmation (a) The servicing fee payable to Clearview with respect to Trust Receivables (the "Servicing Fee") shall be fifty hundredths of one percent (0.50%) per annum of the outstanding principal balance of the Receivables Pool, calculated on a monthly basis (one-twelfth of the annual rate applied to the outstanding principal balance as of the first day of the applicable Monthly Period
Section 2.7 — Servicer Termination Events
Medium
⚑ Forum / governing law
Section 2.7 — Servicer Termination Events (a) In addition to the Servicer Default events set forth in the MSA (each of which shall continue to apply with respect to Trust Receivables), each of the following shall constitute a "Servicer Termination Event" with respect to Trust Receivables: (i) Failure by Clearview to deliver any Investor Report required by Section 2.3 of this Amendment within five (5) Business Days af
Section 2.8 — Cooperation with Rating Agencies and Due-Diligence Providers
Section 2.8 — Cooperation with Rating Agencies and Due-Diligence Providers (a) Clearview shall cooperate fully and promptly with the Rating Agencies (Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC) and any third-party due-diligence provider engaged in connection with the Securitization Transaction (including Broadleaf Analytics Group LLC or any successor) in responding to requests for information, dat
Section 2.9 — Backup Servicing Provisions
Medium
⚑ Confidentiality undertaking
Section 2.9 — Backup Servicing Provisions (a) Clearview acknowledges and agrees that SBF may, in its sole discretion and at any time, engage a backup servicer in connection with the Securitization Transaction, and Clearview agrees to cooperate fully with any such backup servicer in connection with the performance of its duties. Such cooperation shall include, without limitation, the following: (i) Providing monthly d
Section 2.10 — Notices
Section 2.10 — Notices All notices, requests, demands, consents, and other communications required or permitted under this Amendment with respect to Trust Receivables shall be in writing and shall be delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, postage prepaid, to the applicable Party at the following address (or at such other address as s
ARTICLE III — REPRESENTATIONS AND WARRANTIES
ARTICLE III — REPRESENTATIONS AND WARRANTIES
Section 3.1 — Representations and Warranties of Clearview
Medium
⚑ Forum / governing law
Section 3.1 — Representations and Warranties of Clearview Clearview hereby represents and warrants to SBF, as of the date of this Amendment, as follows: (a) Organization and Good Standing. Clearview is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio. Clearview is duly qualified to do business and is in good standing in each jurisdiction where the nature of its
Section 3.2 — Representations and Warranties of SBF
Section 3.2 — Representations and Warranties of SBF SBF hereby represents and warrants to Clearview, as of the date of this Amendment, as follows: (a) Organization and Good Standing. SBF is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. SBF is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business or
Section 4.1 — Confirmation of MSA Indemnification Provisions
High
⚑ Indemnity / guarantee obligation
Section 4.1 — Confirmation of MSA Indemnification Provisions (a) The indemnification provisions of the MSA, including without limitation Section 9.02 thereof (providing for servicer indemnification for losses arising from the Servicer's breach of data-accuracy representations and servicing obligations), shall remain in full force and effect and shall apply to all Trust Receivables and all obligations of Clearview ari
ARTICLE V — MISCELLANEOUS PROVISIONS
ARTICLE V — MISCELLANEOUS PROVISIONS
Section 5.1 — Effect of Amendment
Section 5.1 — Effect of Amendment Except as expressly amended, modified, or supplemented by this Amendment, the MSA shall remain in full force and effect and is hereby ratified and confirmed in all respects. All references in the MSA to "this Agreement" or words of similar import shall be deemed to refer to the MSA as amended by this Amendment. In the event of any conflict or inconsistency between the provisions of t
Section 5.2 — Governing Law
Medium
⚑ Forum / governing law
Section 5.2 — Governing Law This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts-of-law principles that would require the application of the laws of any other jurisdiction, consistent with the governing-law provision set forth in Section 10.06 of the MSA.
Section 5.3 — Counterparts
Section 5.3 — Counterparts This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, PDF, or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 5.4 — Entire Agreement
Section 5.4 — Entire Agreement This Amendment, together with the MSA and the other transaction documents referenced herein (including the Sale and Servicing Agreement, the Indenture, the Receivables Purchase Agreement, and the Trust Agreement), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, agreements, und
Section 5.5 — Severability
Section 5.5 — Severability If any provision of this Amendment is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Amendment, and this Amendment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The Parties shall negotiate in good fai
Section 5.6 — Headings
Section 5.6 — Headings The article and section headings contained in this Amendment are for convenience of reference only and shall not be considered in interpreting or construing this Amendment or any provision hereof.
Section 5.7 — Amendment and Waiver
Section 5.7 — Amendment and Waiver (a) No further amendment, modification, or supplement to this Amendment shall be effective unless made in writing and signed by each of the Parties hereto. (b) With respect to Trust Receivables, no amendment, modification, or supplement to this Amendment shall be made or become effective without the prior written consent of the Indenture Trustee (Atlantic Fiduciary Services, Inc.) a
Section 5.8 — Successors and Assigns
Medium
⚑ Assignment / subcontracting
Section 5.8 — Successors and Assigns (a) This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. (b) Clearview shall not assign, transfer, or delegate its rights, interests, or obligations under this Amendment, in whole or in part, without the prior written consent of SBF and the Indenture Trustee, and any purported assignment, transfer, or d
Section 5.9 — Third-Party Beneficiaries
Medium
⚑ Confidentiality undertaking
Section 5.9 — Third-Party Beneficiaries The Depositor, the Trust, the Indenture Trustee, and the Noteholders shall be express third-party beneficiaries of this Amendment and shall have the right to enforce the provisions of this Amendment as if they were parties hereto. Except as set forth in the preceding sentence, nothing in this Amendment, express or implied, is intended to or shall confer upon any person other th
1. The data contained in this Investor Report is accurate and complete in all material re
1. The data contained in this Investor Report is accurate and complete in all material respects and has been prepared in accordance with the terms of the MSA and this Amendment.
2. All payments received from obligors on Trust Receivables during the Monthly Period hav
Standard
⚑ Commercial term
2. All payments received from obligors on Trust Receivables during the Monthly Period have been applied in accordance with the Section 4.03 payment-application waterfall set forth in the MSA (interest first, then fees, then principal), without deviation or exception.
3. No Servicer Termination Event (as defined in Section 2.7 of Amendment No. 1 to the MSA
3. No Servicer Termination Event (as defined in Section 2.7 of Amendment No. 1 to the MSA) has occurred and is continuing as of the date of this certification.
4. All representations and warranties of Clearview set forth in the MSA and Amendment No.
4. All representations and warranties of Clearview set forth in the MSA and Amendment No. 1 thereto remain true and correct in all material respects as of the date of this certification.
5. Clearview has complied with all of its material covenants and obligations under the MS
Medium
⚑ Confidentiality undertaking
5. Clearview has complied with all of its material covenants and obligations under the MSA and Amendment No. 1 thereto during the Monthly Period covered by this Investor Report. CLEARVIEW LOAN SERVICING, INC. By: ________ Name: [____] Title: Vice President, Operations (or other Responsible Officer) Date: ________ EXHIBIT B FORM OF QUARTERLY STATIC-POOL PERFORMANCE REPORT SkyLend Receivables Trust 2024-1 CONFIDENTIAL
1. All data contained in this Quarterly Static-Pool Performance Report has been prepared
Standard
⚑ Commercial term
1. All data contained in this Quarterly Static-Pool Performance Report has been prepared in accordance with the Section 4.03 payment-application waterfall set forth in the MSA (interest first, then fees, then principal), without deviation or exception.
2. The data contained in this report is accurate and complete in all material respects.
2. The data contained in this report is accurate and complete in all material respects.
3. All performance calculations, including cumulative gross loss rates, cumulative net lo
3. All performance calculations, including cumulative gross loss rates, cumulative net loss rates, delinquency rates, and prepayment speeds, have been computed on a consistent basis across all origination vintages and all reporting periods.
4. All representations and warranties of Clearview set forth in the MSA and Amendment No.
Standard
⚑ Commercial term
4. All representations and warranties of Clearview set forth in the MSA and Amendment No. 1 thereto with respect to the accuracy and consistency of static-pool performance data remain true and correct in all material respects as of the date of this certification. CLEARVIEW LOAN SERVICING, INC. By: ________ Name: [____] Title: Vice President, Operations (or other Responsible Officer) Date: ________ Item | Amount / Val