Common use of Securitization Matters Clause in Contracts

Securitization Matters. (a) Each of Flagstar and the Flagstar Subsidiaries, to the extent that it was a sponsor, co-manager, initial purchaser, depositor or placement agent with respect to any securitization transaction, is in compliance in all material respects with all agreements to which it is bound under such securitization transaction (collectively referred to as the “Securitization Instruments”). Each of Flagstar and the Flagstar Subsidiaries has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Each Loan and other instrument underlying any securitization transactions originated, pooled and/or sold by Flagstar or any Flagstar Subsidiaries was originated, pooled and/or sold, in all material respects, in compliance with applicable law and with the Securitization Instruments. None of Flagstar or the Flagstar Subsidiaries has incurred any material liability related to a failure, if any, to comply with applicable law or with the terms of the Securitization Instruments with respect to their participation in any securitization transactions. (c) There are no, and, since January 1, 2018, there have been no, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature pending or, to the knowledge of Flagstar, threatened in which it is alleged that Flagstar or any Flagstar Subsidiary has made in any agreements, prospectus, or any amendments or supplements thereto contained, as of the date on which it was issued, in any securitization transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Securitization Matters. (a) Each of Flagstar the Company and the Flagstar Subsidiaries, to the extent that it was a sponsor, co-manager, initial purchaser, depositor or placement agent its Subsidiaries (i) with respect to any securitization transaction, is in material compliance in all material respects with all agreements Contracts (including the governing and organizational documents of the Specified Entities) to which it is bound under such securitization transaction (collectively referred to as the “Securitization Instruments”). Each of Flagstar ) and the Flagstar Subsidiaries (ii) has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Each Loan and other instrument underlying any securitization transactions originated, pooled and/or Retail Installment Sale Contract sold by Flagstar or any Flagstar Subsidiaries to a Specified Entity was originated, pooled and/or sold, sold in all material respects, in compliance with applicable law Law and with the Securitization Instruments. None of Flagstar or the Flagstar Company nor any of its Subsidiaries has incurred any material liability related to a failure, if any, to comply with applicable law Law or with the terms of the Securitization Instruments with respect to their participation in any securitization transactions. (c) There are no, and, since Since January 1, 20182019 , there have been no, legal, administrative, arbitral no Actions pending or other proceedings, claims, actions or governmental or regulatory investigations of any nature pending or, to the knowledge of FlagstarCompany’s Knowledge, threatened threatened, in which it is alleged that Flagstar or any Flagstar Subsidiary has made in any agreements, prospectus, or any amendments or supplements thereto contained, as of the date on which it was issued, in any securitization transactiontransaction (or any offering memorandum, prospectus or amendment or supplement thereto) the Company, any of its Subsidiaries has made any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Since January 1, 2019 , the Company and its Subsidiaries have been in compliance with all applicable Laws relating to risk retention (including Regulation RR and applicable EU and U.K. risk retention rules) with respect to the Specified Entities and the Securitization Instruments. (e) Since January 1, 2019, there have been no defaults or events of default with respect to any Securitization Instrument, and no event has occurred that (with or without notice or lapse of time or both) would constitute such a default or event of default.