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).
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.
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 GNMA, FNMA, FHLMC or any other investor for whom any Company services residential mortgage loans.
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.
Servicing Matters. 61 12.15 Misrepresentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
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.
Servicing Matters. (a) All Mortgage Loans for which the Corporation acts as servicer or subservicer are serviced pursuant to a Subservicing Agreement set forth at Section 3.11(a)(xviii) of the Disclosure 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, 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 copies of all written Servicing Agreements to which the 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 any loans for which it acts as loan servicer other than third party collection agencies to collect deficiencies after foreclosure or repossession.
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.
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.
