Servicing Matters. (a) The Company and its Subsidiaries have been during the last three years, and are, in compliance in all material respects with all Applicable Requirements applicable to it, its assets and its conduct of the Company Business. Each of the Company and its Subsidiaries have timely filed, or will have timely filed by the Closing Date, all material reports that any Insurer, Agency or Governmental Authority that it file with respect to the Company Business. Schedule 4.23(a) of the Company Disclosure Letter sets forth a true, correct and complete list of each outstanding Servicing Agreement pursuant to which the Company or any of its Subsidiaries (i) acts as servicer and involving the servicing of mortgage loans with an aggregate unpaid principal balance in excess of $20,000,000 as of the date of this Agreement or (ii) acts as subservicer and involving the subservicing of at least 1,000 Loans as of the date of this Agreement. The Company has provided to Parent true and correct copies of each Servicing Agreement set forth in Schedule 4.23(a) of the Company Disclosure Letter, including all amendments and supplements thereto, except as set forth on such Schedule 4.23(a).
(b) No Agency, Investor or Insurer has (i) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied in any material respect with the representations and warranties applicable with respect to any Loan originated or purchased by the Company or any of its Subsidiaries and subsequently sold, or with respect to any sale of Servicing Rights or (ii) imposed material restrictions on the activities of the Company or any of its Subsidiaries. No Agency and, to the Knowledge of the Company, no Investor or Insurer has indicated to the Company or any of its Subsidiaries in writing that it has terminated, or intends to terminate, its relationship with the Company or any of its Subsidiaries for performance, loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Applicable Laws or Applicable Requirements or that the Company or any of its Subsidiaries is in material default with respect to any Applicable Laws or Applicable Requirements.
(c) No counterparty to any Servicing Agreement or Subservicing Agreement set forth in Schedule 4.23(a) of the Company Disclosure Letter has provided a written notice of termination or, to the Knowledge of the Company, otherwise indicated that it intends to terminate the applicable Servicing Agreement or...
Servicing Matters. (a) The Mortgage JV is, and has been since its inception, in compliance in all material respects with all Applicable Requirements applicable to it, its assets and its conduct of its business. The Mortgage JV has timely filed, or will have timely filed by the Closing Date, all material reports that any Mortgage Insurer, Agency or Governmental Entity that it files with respect to its business.
(b) No Agency or Mortgage Insurer has (i) claimed in writing that the Mortgage JV has violated or has not complied in any material respect with the representations and warranties applicable with respect to any Loan originated by the Mortgage JV and subsequently sold or (ii) imposed material restrictions on the activities of the Mortgage JV. No Agency and, to the knowledge of the Company, no Mortgage Insurer has indicated to the Mortgage JV in writing that it has terminated, or intends to terminate, its relationship with the Mortgage JV for performance, loan quality or concern with respect to the Mortgage JV’s compliance with applicable Laws or Applicable Requirements or that the Mortgage JV is in material default with respect to any applicable Laws or Applicable Requirements.
Servicing Matters. (a) Section 3.9(a) of the Disclosure Schedules sets forth, for each Servicing Agreement in effect on the date hereof, the name of the applicable securitization transaction or third party for whom the Serviced Loans are serviced by a Group Company. The Company has made available to Buyer true and complete copies (or written summaries of all material terms, in the case of any oral Servicing Agreement) of all Servicing Agreements to which any Group Company is a party as of the date hereof.
(b) Except as set forth on Section 3.9(b) of the Disclosure Schedules or as would not reasonably be expected to materially impair the ability of the Buyer to realize the economic benefits associated with the transactions contemplated by this Agreement and the Ancillary Documents, each Servicing Agreement is a valid and binding agreement of the applicable Group Company, as the case may be, and is in full force and effect (assuming, in each case, the applicable Servicing Agreement has been duly authorized, executed and delivered by each of the other parties thereto).
(c) To the knowledge of the Company, each Servicer Advance made by any Group Company under a Servicing Agreement on or before the Closing and not reimbursed or paid to the Company prior to the Closing (x) was made in compliance in all material respects with the applicable Servicing Agreements and (y) is a valid receivable of the Company under GAAP. For the avoidance of doubt, and notwithstanding the foregoing or any other provision of this Agreement, no representation or warranty is being made as to whether such Servicer Advances are ultimately collectible.
Servicing Matters. (a) One of the Group Companies acts as loan servicer or subservicer under each of the Servicing Agreements set forth on Schedule 3.9(a) and no Group Company acts as a loan servicer or loan subservicer except pursuant to a Servicing Agreement set forth on Schedule 3.9(a). Schedule 3.9(a) sets forth, for each Servicing Agreement in effect on the date hereof, the name of the applicable securitization transaction or third party for whom the Serviced Loans are serviced and such other details regarding such Servicing Agreement as are indicated in the column headings thereon. The Company has made available to Buyer true and complete copies of all written Servicing Agreements to which any Group Company is a party as of the date hereof. None of the Group Companies has engaged subservicers (other than a Group Company) in the servicing of any loans for which it acts as loan servicer other than third party collection agencies to collect deficiencies after foreclosure or repossession.
(b) The Group Companies have been during the last three (3) years, and are, in compliance in all material respects with all material Applicable Requirements applicable to it, its assets and its conduct of business. The Group Companies have timely filed, or will have timely filed by the Closing Date, in each case in all material respects, all material reports that any Investor, Governmental Entity, GSE or Insurer requires that it file with respect to its mortgage origination and servicing business. The Group Companies have done or caused to be done, or have not failed or omitted to do, any act, the effect of which would operate to invalidate or materially impair (1) any private mortgage insurance or commitment of any private mortgage insurer to insure, (2) any title insurance policy, (3) any hazard insurance policy, (4) any flood insurance policy, (5) any fidelity bond, direct surety bond, or errors and omissions insurance policy required by private mortgage insurers, or (6) any surety or guaranty agreement, in each case applicable to the Mortgage Loans that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. No Agency, Investor or private mortgage insurer has (x) claimed in writing that any Group Company has violated or has not complied with the representations and warranties applicable with respect to any Sold Mortgage Loans originated or purchased and subsequently sold, in each case, after the Effective Date, or Warehouse...
Servicing Matters. Fail to comply or otherwise breach, in any material respect, any servicing contract or obligation with respect to any of the Servicing Rights or commit or suffer to be committed any act which would adversely affect its ability to service mortgage loans on behalf of any Agency or any other investor for whom any Borrower services residential mortgage loans.
Servicing Matters. (a) The Company is not obligated under, or a party to, any agreement or arrangement with any Mortgagor or Investor, to advance or otherwise guarantee the payment of installments of principal and/or interest with respect to any of the Mortgage Loans other than as required by the Applicable Requirements.
(b) The Company is not a party to any agreement or arrangement with any Person, including the applicable Investor or PMI company, pursuant to which the Company is or will be obligated to repurchase from any such Person, any Mortgaged Property or Mortgage Loan or to reimburse, indemnify or hold any such Person harmless or otherwise assume liability in respect of any loss, cost or expense suffered or incurred as a result of foreclosure or sale of any such Mortgage Loan or Mortgaged Property. None of the Mortgage Loans are or will be, as the result of any acts or omissions on or prior to the Closing Date, subject to repurchase or make whole claims or are the subject of any terminated PMI contract.
(c) All Custodial Accounts and Escrow Accounts have been maintained in accordance with Applicable Requirements and in accordance the terms of the applicable Loan Documents related thereto, including, without limitation, the collection of, and accounting for, and the disbursement of, principal, interest and impounds for taxes, assessments and insurance, the depositing and withdrawal of such payments and disbursements in and from the appropriate accounts and the calculation of interest and other amounts due on each Mortgage Loan as required thereby. Except as to payments which are past due under the applicable Mortgage Notes, all Escrow balances required by the Mortgage Loans and received by the Company for the account of the Mortgagors are on deposit in the applicable Escrow Accounts.
Servicing Matters. 61 12.15 Misrepresentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Servicing Matters. 47 7.15 Misrepresentation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 SECTION 8. EVENTS OF DEFAULT; ENFORCEMENT; APPLICATION OF PROCEEDS 47 8.1 Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 8.2 Acceleration of Obligations; Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Servicing Matters. No Debtor will fail to comply with or otherwise breach in any material respect any Contract or related obligation with respect to any of the Servicing Rights or commit or suffer to be committed any act which would adversely affect its ability to service mortgage loans on behalf of any Agency or any other investor for whom such Debtor services residential mortgage loans. In furtherance of the foregoing, Debtors shall service or cause to be serviced all mortgage loans to which the Servicing Rights relate in accordance with standard industry practices and all applicable Contract, insurance and governmental requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such mortgage loans. Debtors shall hold all escrow funds collected in respect of such mortgage loans in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected.
Servicing Matters. The Borrower shall instruct and require the Servicer (i) to maintain and implement administrative and operating procedures necessary to permit the identification and segregation of the Receivables and all collections and adjustments to such Receivable from all other assets that are owned, controlled, or otherwise in the custody of the Servicer in accordance with the Sales and Servicing Agreement, including, without limitation, implementing such procedures as shall be necessary for the proper deemed allocation of Collections to the Lender on each day during each Settlement Period in accordance with the allocation provisions set forth herein and in the Sales and Servicing Agreement, (ii) take all action necessary to mitigate by December 30, 1999 the risk that computer applications used by the Servicer may be unable to recognize and properly perform date-sensitive functions involving certain dates prior to, during and after the year 2000 (the "Year 2000 Problem"), and (iii) except as otherwise may be expressly permitted in this Loan Agreement, to forbear from (A) altering the Credit and Collection Policy in a manner that could have a material adverse effect on the collectibility of the Receivables and (B) rescinding or modifying the terms of any Receivable except in accordance with the Sales and Servicing Agreement and the Credit and Collection Policy, in each case without the prior written consent of the Lender. The Borrower shall cause a firm of nationally recognized independent certified public accountants (who may render other services to the Borrower, the Servicer or the Originators) to furnish a report, at least annually, to the Lender to the effect that they have applied certain procedures agreed upon with the Servicer and Lender and examined certain documents and records relating to the servicing of the Receivables under the Sales and Servicing Agreement and that, based upon such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including, without limitation, the allocation of the Collections) has not been conducted in compliance with the terms and conditions of this Loan Agreement and the Sales and Servicing Agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement; and in addition, each report shall set forth the agreed-upon procedures performed.
