Common use of Servicing Matters Clause in Contracts

Servicing Matters. (a) Either the Corporation or one of its Subsidiaries acts as loan servicer or subservicer under each of the Servicing Agreements set forth on Section 3.10(a)(xvii) of the Disclosure Schedules and neither the Corporation nor any of its Subsidiaries acts as a loan servicer or loan subservicer except pursuant to a Servicing Agreement set forth on Section 3.10(a)(xvii) of the Disclosure Schedules. Section 3.10(a)(xvii) of the Disclosure Schedules sets forth, for each Servicing Agreement in effect on the Effective Date, 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 Corporation has made available to Buyer true and complete copies of all written Servicing Agreements to which the Corporation or any of its Subsidiaries is a party as of the Effective Date. None of the Corporation or any of its Subsidiaries has engaged subservicers (other than: (i) the Corporation or one of its Subsidiaries or (ii) customary third party contractors such as property preservation filed 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. (b) Except as set forth in Section 3.11(b) of the Disclosure Schedules, the Corporation and its Subsidiaries have been during the last three (3) years, and are, in compliance in all material respects with all Applicable Requirements applicable to it, its assets and its conduct of business. Each of the Corporation and its Subsidiaries have timely filed, or will have timely filed by the Closing Date, in each case in all material respects, all reports that any Investor, Insurer, Agency or Governmental Entity, or other third party requires that it file with respect to its business. To the Knowledge of the Corporation, the Corporation and its Subsidiaries have not 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. (c) No Agency, Investor or Insurer has (x) claimed in writing that the Corporation or any of its Subsidiaries 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 February 21, 2007, or Warehouse Loans, or with respect to any sale of mortgage servicing rights to an Investor or (y) imposed restrictions on the activities (including commitment authority, but excluding for purposes of this representation "up to" grants of commitment authority by ▇▇▇▇▇▇ Mae) of the Corporation or any of its Subsidiaries. (d) Since February 21, 2007, to the Knowledge of the Corporation, no Agency, Investor or Insurer has indicated to the Corporation or any of its Subsidiaries in writing that it has terminated, or intends to terminate, its relationship with the Corporation or any of its Subsidiaries for performance, loan quality or concern with respect to the Corporation’s or any of its Subsidiaries’ compliance with Laws or that the Corporation or any of its Subsidiaries is in default with respect to any Applicable Requirements. (e) To the Knowledge of the Corporation, neither the Corporation nor any of its Subsidiaries has 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 or any of its Subsidiaries not maintaining their Servicing Rights in respect of any Servicing Agreement in all material respects. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the aggregate fair market value of the Servicing Rights, on the Closing Date, the Corporation or one of its Subsidiaries will be 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. (g) Each HECM Loan, except for Investor Mortgage Loans, was underwritten in accordance with all HUD/FHA requirements and standards applicable to reverse mortgages and is fully insurable by HUD/FHA, which insurance is in full force and effect, and all prior transfers, if any, of the HECM Loan has been, and the transactions herein contemplated are, in compliance with all applicable HUD/FHA regulations (including, without limitation, the HUD Handbook). No HECM Loan, except for Investor Mortgage Loans, is subject to any defect that could diminish or impair the HUD/FHA insurance and no circumstances exist with respect to the HECM Loans that could permit the HUD/FHA to deny coverage, in whole or in part, under the related HUD/FHA insurance except for ordinary deductions from the mortgage insurance payments that are part of the HUD/FHA Regulations. Each related HUD/FHA policy calls for the assignment of the HECM Loan to HUD as opposed to the co-insurance option. The entire amount of the insurance premium due has been paid to HUD/FHA and no portion is shared by the Seller or, if the monthly premium option has been chosen for such HECM Loan, all such premiums due on or before the Closing Date have been duly and timely paid. Each Mortgage note and the related Mortgage meets all applicable HUD/FHA standards. (h) Each HECM Loan, except for Investor Mortgage Loans, was originated, pooled, and, if applicable, sold (and if sold and pooled, serviced,) in all respects, in compliance with material Laws. (i) For each HECM Loan, except for Investor Mortgage Loans, the related original Mortgage has been recorded or is in the process of being recorded in the appropriate jurisdictions wherein such recordation is required to perfect the lien thereof. (j) Section 3.11(j) of the Disclosure Schedules contains a true and complete list of all HMBS Pools. To the Knowledge of the Corporation, each Participation that has been included in an HMBS Pool met the requirements of the ▇▇▇▇▇▇ ▇▇▇ Guide for pooling to back one or more issuances of ▇▇▇▇▇▇ Mae HMBS at the time of such pooling, including, but not limited to, Section 35-5 of the ▇▇▇▇▇▇ ▇▇▇ Guide. To the Knowledge of the Corporation, each Participation is eligible for pooling to back one or more issuances of ▇▇▇▇▇▇ Mae HMBS, including, but not limited to, the participation requirements set forth in Section 35-5 of the ▇▇▇▇▇▇ ▇▇▇ Guide. To the Knowledge of the Corporation, each HECM Loan with respect to which a Participation has been included in an HMBS Pool satisfies the mortgage eligibility requirements set forth in Section 35-6 of the ▇▇▇▇▇▇ Mae Guide. To the Knowledge of the Corporation, no HECM Loans with respect to which a Participation has been included in an HMBS Pool were “Defective Mortgages” as defined in the ▇▇▇▇▇▇ ▇▇▇ Guide at the time of pooling into a HMBS Pool. (k) Section 3.11(k) of the Disclosure Schedules contains a true and complete list of all (i) existing repurchase obligations of the Corporation and each of its Subsidiaries with respect to the repurchase of HECM Loans from HMBS pools and (ii) repurchases of HECM Loans from HMBS Pools since January 1, 2010 (collectively, “HECM Loan Repurchase Obligations”), including the number, type and amount of each such HECM Loan Repurchase Obligation and the basis for the repurchase obligation. Neither the Corporation nor any of its Subsidiaries has in the past breached, violated or defaulted under, nor is it currently in breach, violation or default of any of their HECM Loan Repurchase Obligations.

Servicing Matters. (a) Either One of the Corporation or one of its Subsidiaries Group Companies acts as loan servicer or subservicer under each of the Servicing Agreements set forth on Section 3.10(a)(xviiSchedule 3.9(a) of the Disclosure Schedules and neither the Corporation nor any of its Subsidiaries no Group Company acts as a loan servicer or loan subservicer except pursuant to a Servicing Agreement set forth on Section 3.10(a)(xviiSchedule 3.9(a). Schedule 3.9(a) of the Disclosure Schedules. Section 3.10(a)(xvii) of the Disclosure Schedules sets forth, for each Servicing Agreement in effect on the Effective Datedate 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 Corporation Company has made available to Buyer true and complete copies of all written Servicing Agreements to which the Corporation or any of its Subsidiaries Group Company is a party as of the Effective Datedate hereof. None of the Corporation or any of its Subsidiaries Group Companies has engaged subservicers (other than: (i) the Corporation or one of its Subsidiaries or (ii) customary third party contractors such as property preservation filed contractors and realtorsthan 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) Except as set forth in Section 3.11(b) of the Disclosure Schedules, the Corporation and its Subsidiaries 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. Each of the Corporation and its Subsidiaries 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, Insurer, Agency or Governmental Entity, GSE or other third party Insurer requires that it file with respect to its mortgage origination and servicing business. To the Knowledge of the Corporation, the Corporation and its Subsidiaries The Group Companies have not 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. (c) 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 Insurer private mortgage insurer has (x) claimed in writing that the Corporation or any of its Subsidiaries 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 February 21, 2007the Effective Date, or Warehouse Loans, or with respect to any sale of mortgage servicing rights to an in Investor or (y) imposed restrictions on the activities (including commitment authority, but excluding for purposes of this representation "up to" grants of commitment authority by ▇▇▇▇▇▇ Mae) of any Group Company, except in each case as would not, individually or in the Corporation or any of its Subsidiaries. (d) aggregate, reasonably be expected to have a Company Material Adverse Effect. Since February 21, 2007, to the Knowledge of the CorporationEffective Date, no Agency, Agency or Investor or Insurer has indicated to the Corporation or any of its Subsidiaries Group Company in writing that it has terminated, or intends to terminate, its relationship with the Corporation or any of its Subsidiaries Group Company for poor performance, poor loan quality or concern with respect to the Corporationany Group Company’s or any of its Subsidiaries’ compliance with Laws or that the Corporation or any of its Subsidiaries Group Company is in default with respect to any Applicable Requirements. (e) To , except as would not, individually or in the Knowledge aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.9(b), to the knowledge of the CorporationCompany, neither the Corporation nor any of its Subsidiaries has received any notice in writing indicating that an no 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 or any of its Subsidiaries a Group Company not maintaining their its Servicing Rights in respect of any Servicing Agreement in all material respects. (fc) There are no outstanding Warehouse Loans. Each of the existing financing arrangements with respect to the Servicing Rights and Servicing Advances of any Group Company is set forth on Schedule 3.9(c) (the “Existing Financing Facilities”). Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the aggregate fair market value of the Servicing Rights, on the Closing Date, the Corporation or one of its Subsidiaries a Group Company will be 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. (g) Each HECM Loan, except for Investor . No Group Company has engaged any subservicers in the servicing of any Mortgage Loans, was underwritten in accordance with all HUD/FHA requirements and standards applicable to reverse mortgages and is fully insurable by HUD/FHA, which insurance is in full force and effect, and all prior transfers, if any, of the HECM Loan has been, and the transactions herein contemplated are, in compliance with all applicable HUD/FHA regulations (including, without limitation, the HUD Handbook). No HECM Loan, except for Investor Mortgage Loans, is subject to any defect that could diminish or impair the HUD/FHA insurance and no circumstances exist with respect to the HECM Loans that could permit the HUD/FHA to deny coverage, in whole or in part, under the related HUD/FHA insurance except for ordinary deductions from the mortgage insurance payments that are part of the HUD/FHA Regulations. Each related HUD/FHA policy calls for the assignment of the HECM Loan to HUD as opposed to the co-insurance option. The entire amount of the insurance premium due has been paid to HUD/FHA and no portion is shared by the Seller or, if the monthly premium option has been chosen for such HECM Loan, all such premiums due on or before the Closing Date have been duly and timely paid. Each Mortgage note and the related Mortgage meets all applicable HUD/FHA standards. (h) Each HECM Loan, except for Investor Mortgage Loans, was originated, pooled, and, if applicable, sold (and if sold and pooled, serviced,) in all respects, in compliance with material Laws. (i) For each HECM Loan, except for Investor Mortgage Loans, the related original Mortgage has been recorded or is in the process of being recorded in the appropriate jurisdictions wherein such recordation is required to perfect the lien thereof. (j) Section 3.11(j) of the Disclosure Schedules contains a true and complete list of all HMBS Pools. To the Knowledge of the Corporation, each Participation that has been included in an HMBS Pool met the requirements of the ▇▇▇▇▇▇ ▇▇▇ Guide for pooling to back one or more issuances of ▇▇▇▇▇▇ Mae HMBS at the time of such pooling, including, but not limited to, Section 35-5 of the ▇▇▇▇▇▇ ▇▇▇ Guide. To the Knowledge of the Corporation, each Participation is eligible for pooling to back one or more issuances of ▇▇▇▇▇▇ Mae HMBS, including, but not limited to, the participation requirements set forth in Section 35-5 of the ▇▇▇▇▇▇ ▇▇▇ Guide. To the Knowledge of the Corporation, each HECM Loan with respect to which a Participation has been included in an HMBS Pool satisfies the mortgage eligibility requirements set forth in Section 35-6 of the ▇▇▇▇▇▇ Mae Guide. To the Knowledge of the Corporation, no HECM Loans with respect to which a Participation has been included in an HMBS Pool were “Defective Mortgages” as defined in the ▇▇▇▇▇▇ ▇▇▇ Guide at the time of pooling into a HMBS Pool. (k) Section 3.11(k) of the Disclosure Schedules contains a true and complete list of all (i) existing repurchase obligations of the Corporation and each of its Subsidiaries with respect to the repurchase of HECM Loans from HMBS pools and (ii) repurchases of HECM Loans from HMBS Pools since January 1, 2010 (collectively, “HECM Loan Repurchase Obligations”), including the number, type and amount of each such HECM Loan Repurchase Obligation and the basis for the repurchase obligation. Neither the Corporation nor any of its Subsidiaries has in the past breached, violated or defaulted under, nor is it currently in breach, violation or default of any of their HECM Loan Repurchase Obligations.