Common use of Servicing Matters Clause in Contracts

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 Subservicing Agreement.

Servicing Matters. (a) The Company and its Subsidiaries have been during All Mortgage Loans for which the last three years, and are, in compliance in all material respects with all Applicable Requirements applicable Corporation acts as servicer or subservicer are serviced pursuant 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(aa Subservicing Agreement set forth at Section 3.11(a)(xviii) of the Company Disclosure Letter Schedules. The Corporation acts as loan servicer or subservicer under each of the Servicing Agreements set forth on Section 3.11(a)(xvii) of the Disclosure Schedules and the Corporation does not act as a loan servicer or loan subservicer except pursuant to a Servicing Agreement set forth on Section 3.11(a)(xvii) of the Disclosure Schedules. Section 3.11(a)(xvii) of the Disclosure Schedules sets forth a trueforth, correct 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. The Corporation has made available to Buyer true and complete list copies of each outstanding all written Servicing Agreement pursuant Agreements 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 Corporation is a party as of the date hereof or to which the Corporation was a party at any time since January 1, 2008. The Corporation has not engaged subservicers (other than customary third-party contractors such as property preservation contractors and realtors) in the servicing of this Agreement or (ii) any loans for which it acts as subservicer and involving the subservicing of at least 1,000 Loans as of the date of this Agreement. The Company has provided loan servicer other than third party collection agencies 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)collect deficiencies after foreclosure or repossession. (b) No Agency, Investor The Corporation has serviced each Mortgage Loan for which it is the servicer or Insurer has (i) claimed subservicer under any Servicing Agreement 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, including, without limitation, all licensing requirements. (c) No counterparty The Corporation has not received any notice in writing indicating that an event has occurred or circumstance exists (or would occur or exist upon notice or the lapse of time or both) that could reasonably be expected to result in the Corporation not maintaining its Servicing Rights in respect of any Servicing Agreement in all material respects. (d) Except as would not, individually or Subservicing Agreement set forth in Schedule 4.23(athe aggregate, reasonably be expected to have a material adverse effect on the aggregate fair market value of the Servicing Rights, the Corporation is the sole owner of the Servicing Rights, free and clear of any Liens, except for Liens and similar claims pursuant to the Existing Financing Facilities. (e) Section 3.13(e) of the Company Disclosure Letter has provided a written notice of termination or, to Schedules includes all information from the Knowledge Mortgage Loan Tape for each Mortgage Loan for which the Corporation acts as servicer or subservicer. (f) Section 3.13(f) of the CompanyDisclosure Schedules sets forth each Mortgage Loan for which the Corporation acts as servicer or subservicer that is subject to any Proceeding, otherwise indicated that it intends to terminate including, without limitation, any foreclosure or repossession Proceeding, as of the applicable date hereof. (g) Section 3.13(g) of the Disclosure Schedules sets forth any outstanding Servicing Agreement Advances for each Mortgage Loan for which the Corporation acts as servicer or Subservicing Agreementsubservicer.