Common use of Compliance with Mortgage Banking Regulations Clause in Contracts

Compliance with Mortgage Banking Regulations. (A) Except as disclosed in Section 4.26(a) of the Disclosure Schedule, the Company and each of its Subsidiaries engaged in the business of originating or servicing loans and, with respect to each Mortgage Loan, each prior servicer and originator of any such loan, has been and is (including without limitation, with respect to (I) the ownership and operation of its properties and (II) the documentation, underwriting, origination, purchase, assumption, modification, sale, pooling and servicing of Mortgage Loans by the Company and such Subsidiaries and such prior servicers and originators) in compliance in all material respects with all Regulations, orders, writs, decrees, injunctions and other requirements of any court or Governmental Entities applicable to it, its properties and assets and its conduct of business (including, without limitation, (X) the rules, regulations and requirements of FHA, VA, FNMA, HUD, FHLMC and GNMA, (Y) any applicable local, state or federal law or ordinance, and any regulations or orders issued thereunder, governing or, pertaining to fair housing or unlawful discrimination in residential lending (including without limitation anti-redlining, equal credit opportunity, and fair credit reporting), truth-in-lending, real estate settlement procedures, adjustable rate mortgages, adjustable rate mortgage disclosures or consumer credit (including without limitation the federal Consumer Credit Protection Act, the federal Truth-in-Lending Act and Regulation Z thereunder, the federal Real Estate Settlement Procedures Act of 1974 and Regulation X thereunder, and the federal Equal Credit Opportunity Act and Regulation B thereunder) or with respect to the Flood Disaster Protection Act and (Z) all applicable usury and interest limitations laws). Without limiting the generality of the foregoing, except as set forth in Section 4.26(a) of the Disclosure Schedule, each of the Company and its Subsidiaries has been and is in compliance in all material respects with all servicer and other requirements of the FHA, VA, FNMA, FHLMC, GNMA, Investors and any Insurer (including, without limitation, any applicable net worth requirements) which are applicable to it, and all applicable underwriting standards of such Agencies, Investors or Insurers, and each correspondent or broker from whom the Company or any of its Subsidiaries has purchased FHA Loans or VA Loans had all FHA and VA approvals necessary to enable it to take applications and close FHA Loans and/or VA Loans. (B) Except as set forth in Section 4.26(b) of the Disclosure Schedule, the Company and each Company Subsidiary, as the case may be, has timely filed, or will have timely filed by the Effective Time, all reports required to be filed by any Agency, Investor or Insurer or by any federal, state or municipal law, regulation or ordinance. Except as set forth in Section 4.26(b) of the Disclosure Schedule, neither the Company nor any of the Company's Subsidiaries has done or failed to do, or has caused to be done or omitted to be done, any act, the effect of which would operate to invalidate or materially impair (I) any approvals of the FHA, VA, FNMA, FHLMC, GNMA, HUD or any Investor, (II) any FHA insurance or commitment of the FHA to insure, (III) any VA guarantee or commitment of the VA to guarantee, (IV) any private mortgage insurance or commitment of any private mortgage insurer to insure, (V) any title insurance policy, (VI) any hazard insurance policy, (VII) any flood insurance policy required by the National Flood Insurance Act of 1968, as amended, (VIII) any fidelity bond, direct surety bond, or errors and omissions insurance policy required by HUD, GNMA, FNMA, FHA, FHLMC, VA or private mortgage insurers, (IX) any surety or guaranty agreement or (X) any guaranty issued by GNMA to the Company or any of the Company's Subsidiaries respecting mortgage-backed securities issued or serviced by the Company or any of the Company's Subsidiaries and other like guaranties. (C) Except as set forth in Section 4.26(c) of the Disclosure Schedule, no Agency, Investor or Insurer has (I) claimed that the Company or any Company Subsidiary has violated or not complied with the applicable underwriting standards with respect to mortgage loans sold by the Company or any of the Company's Subsidiaries to an Investor or (II) imposed restrictions on the activities (including commitment authority) of the Company or any of the Company's Subsidiaries. To the best knowledge of the Company, as of the date of this Agreement, except as set forth in Section 4.26(c) of the Disclosure Schedule, there exist no facts or circumstances which would entitle an Investor or other Person to demand repurchase of a Mortgage Loan, Servicing Released Loan or Servicing Sale Loan or which would entitle an Insurer to demand indemnification from the Company or any of the Company's Subsidiaries, to cancel any mortgage insurance held for any such Subsidiary's benefit or to reduce any mortgage insurance benefits payable to the Company or any such Subsidiary, or would lead GNMA to require a letter of credit from the Company or any of the Company's Subsidiaries.

Compliance with Mortgage Banking Regulations. (Aa) Except as disclosed in Section 4.26(a) 3.30 of the Company Disclosure ScheduleLetter, the Company and each of its Subsidiaries engaged in the business of originating or servicing loans and, with respect to each Mortgage Loan, and, to the knowledge of the Company, each prior servicer and originator of any such loan, has been and is (including including, without limitation, with respect to (Ii) the ownership and operation of its properties and (IIii) the documentation, underwriting, origination, purchase, assumption, modification, sale, pooling and servicing of Mortgage Loans by the Company and such Subsidiaries and such prior servicers and originators) in compliance in all material respects with all Regulations, orders, writs, decrees, injunctions and other requirements of any court or Governmental Entities applicable to it, its properties and assets and its conduct of business (including, without limitation, (Xx) the rules, regulations and requirements of FHA, VA, FNMA, the United States Department of Housing and Urban Development ("HUD"), FHLMC and GNMA, (Yy) any applicable local, state or federal law or ordinance, and any regulations or orders issued thereunder, governing or, or pertaining to fair housing or unlawful discrimination in residential lending (including without limitation anti-redlining, equal credit opportunity, and fair credit reporting), truth-in-lending, real estate settlement procedures, adjustable rate mortgages, adjustable rate mortgage disclosures or consumer credit (including including, without limitation limitation, the federal Consumer Credit Protection Act, the federal Truth-in-Lending Act and Regulation Z thereunder, the federal Real Estate Settlement Procedures Act of 1974 and Regulation X thereunder, and the federal Equal Credit Opportunity Act and Regulation B thereunder) or with respect to the Flood Disaster Protection Act and (Zz) all applicable usury and interest limitations laws). Without limiting the generality of the foregoing, except as set forth in Section 4.26(a3.30(a) of the Company Disclosure ScheduleLetter, each of the Company and its Subsidiaries each such Subsidiary of the Company has been and is in compliance in all material respects with all servicer and other requirements of the FHA, VA, FNMA, FHLMC, GNMA, Investors and any Insurer (including, without limitation, any applicable net worth requirements) which are applicable to it, and all applicable underwriting standards of such Agencies, Investors or Insurers, and each correspondent or broker from whom the Company or any a Subsidiary of its Subsidiaries the Company has purchased FHA Loans or VA Loans had all FHA and VA approvals necessary to enable it to take applications and close FHA Loans and/or VA Loans. (Bb) Except as set forth in Section 4.26(b3.30(b) of the Company Disclosure ScheduleLetter, the Company and each Company SubsidiarySubsidiary of the Company, as the case may be, has timely filed, or will have timely filed by the Effective Time, all reports required to be filed by any Agency, Investor or Insurer or by any federal, state or municipal law, regulation or ordinance. Except as set forth in Section 4.26(b3.30(b) of the Company Disclosure ScheduleLetter, neither the Company nor any Subsidiary of the Company's Subsidiaries Company has done or failed to do, or has caused to be done or omitted to be done, any act, the effect of which would operate to invalidate or materially impair (Ii) any approvals of the FHA, VA, FNMA, FHLMC, GNMA, HUD or any Investor, (IIii) any FHA insurance or commitment of the FHA to insure, (IIIiii) any VA guarantee or commitment of the VA to guarantee, (IViv) any private mortgage insurance or commitment of any private mortgage insurer to insure, (Vv) any title insurance policy, (VIvi) any hazard insurance policy, (VIIvii) any flood insurance policy required by the National Flood Insurance Act of 1968, as amended, (VIIIviii) any fidelity bond, direct surety bond, or errors and omissions insurance policy required by HUD, GNMA, FNMA, FHA, FHLMC, VA or private mortgage insurers, (IXix) any surety or guaranty agreement or (Xx) any guaranty issued by GNMA to the Company or any Subsidiary of the Company's Subsidiaries Company respecting mortgage-backed securities issued or serviced by the Company or any Subsidiary of the Company's Subsidiaries Company and other like guaranties. (Cc) Except as set forth in Section 4.26(c3.30(c) of the Company Disclosure ScheduleLetter, since January 1, 1994, no Agency, Investor or Insurer has (Iy) to the knowledge of the Company, claimed that the Company or any Subsidiary of the Company Subsidiary has violated or not complied with the applicable underwriting standards with respect to mortgage loans sold by the Company or any Subsidiary of the Company's Subsidiaries Company to an Investor or (IIz) imposed restrictions on the activities (including commitment authority) of the Company or any Subsidiary of the Company's Subsidiaries. To the best knowledge of the Company, as of the date of this Agreement, except as set forth in Section 4.26(c) of the Disclosure Schedule, there exist no facts or circumstances which would entitle an Investor or other Person to demand repurchase of a Mortgage Loan, Servicing Released Loan or Servicing Sale Loan or which would entitle an Insurer to demand indemnification from the Company or any Subsidiary of the Company's Subsidiaries, to cancel any mortgage insurance held for any such Subsidiary's benefit or to reduce any mortgage insurance benefits payable to the Company or any such Subsidiary, or would lead GNMA to require a letter of credit from the Company or any Subsidiary of the Company's Subsidiaries.

Compliance with Mortgage Banking Regulations. (Aa) Except as disclosed in Section 4.26(a) 3.30 of the Company Disclosure ScheduleLetter, the Company and each of its Subsidiaries engaged in the business of originating or servicing loans and, with respect to each Mortgage Loan, and, to the knowledge of the Company, each prior servicer and originator of any such loan, has been and is (including including, without limitation, with respect to (Ii) the ownership and operation of its properties and (IIii) the documentation, underwriting, origination, purchase, assumption, modification, sale, pooling and servicing of Mortgage Loans by the Company and such Subsidiaries and such prior servicers and originators) in compliance in all material respects with all Regulations, orders, writs, decrees, injunctions and other requirements of any court or Governmental Entities applicable to it, its properties and assets and its conduct of business (including, without limitation, (Xx) the rules, regulations and requirements of FHA, VA, FNMA, the United States Department of Housing and Urban Development ("HUD"), FHLMC and GNMA, (Yy) any applicable local, state or federal law or ordinance, and any regulations or orders issued thereunder, governing or, or pertaining to fair housing or unlawful discrimination in residential lending (including without limitation anti-redlining, equal credit opportunity, and fair credit reporting), truth-in-lending, real estate settlement procedures, adjustable rate mortgages, adjustable rate mortgage disclosures or consumer credit (including including, without limitation limitation, the federal Consumer Credit Protection Act, the federal Truth-in-in- Lending Act and Regulation Z thereunder, the federal Real Estate Settlement Procedures Act of 1974 and Regulation X thereunder, and the federal Equal Credit Opportunity Act and Regulation B thereunder) or with respect to the Flood Disaster Protection Act and (Zz) all applicable usury and interest limitations laws). Without limiting the generality of the foregoing, except as set forth in Section 4.26(a3.30(a) of the Company Disclosure ScheduleLetter, each of the Company and its Subsidiaries each such Subsidiary of the Company has been and is in compliance in all material respects with all servicer and other requirements of the FHA, VA, FNMA, FHLMC, GNMA, Investors and any Insurer (including, without limitation, any applicable net worth requirements) which are applicable to it, and all applicable underwriting standards of such Agencies, Investors or Insurers, and each correspondent or broker from whom the Company or any a Subsidiary of its Subsidiaries the Company has purchased FHA Loans or VA Loans had all FHA and VA approvals necessary to enable it to take applications and close FHA Loans and/or VA Loans. (Bb) Except as set forth in Section 4.26(b3.30(b) of the Company Disclosure ScheduleLetter, the Company and each Company SubsidiarySubsidiary of the Company, as the case may be, has timely filed, or will have timely filed by the Effective Time, all reports required to be filed by any Agency, Investor or Insurer or by any federal, state or municipal law, regulation or ordinance. Except as set forth in Section 4.26(b3.30(b) of the Company Disclosure ScheduleLetter, neither the Company nor any Subsidiary of the Company's Subsidiaries Company has done or failed to do, or has caused to be done or omitted to be done, any act, the effect of which would operate to invalidate or materially impair (Ii) any approvals of the FHA, VA, FNMA, FHLMC, GNMA, HUD or any Investor, (IIii) any FHA insurance or commitment of the FHA to insure, (IIIiii) any VA guarantee or commitment of the VA to guarantee, (IViv) any private mortgage insurance or commitment of any private mortgage insurer to insure, (Vv) any title insurance policy, (VIvi) any hazard insurance policy, (VIIvii) any flood insurance policy required by the National Flood Insurance Act of 1968, as amended, (VIIIviii) any fidelity bond, direct surety bond, or errors and omissions insurance policy required by HUD, GNMA, FNMA, FHA, FHLMC, VA or private mortgage insurers, (IXix) any surety or guaranty agreement or (Xx) any guaranty issued by GNMA to the Company or any Subsidiary of the Company's Subsidiaries Company respecting mortgage-backed securities issued or serviced by the Company or any Subsidiary of the Company's Subsidiaries Company and other like guaranties. (Cc) Except as set forth in Section 4.26(c3.30(c) of the Company Disclosure ScheduleLetter, since January 1, 1994, no Agency, Investor or Insurer has (Iy) to the knowledge of the Company, claimed that the Company or any Subsidiary of the Company Subsidiary has violated or not complied with the applicable underwriting standards with respect to mortgage loans sold by the Company or any Subsidiary of the Company's Subsidiaries Company to an Investor or (IIz) imposed restrictions on the activities (including commitment authority) of the Company or any Subsidiary of the Company's Subsidiaries. To the best knowledge of the Company, as of the date of this Agreement, except as set forth in Section 4.26(c) of the Disclosure Schedule, there exist no facts or circumstances which would entitle an Investor or other Person to demand repurchase of a Mortgage Loan, Servicing Released Loan or Servicing Sale Loan or which would entitle an Insurer to demand indemnification from the Company or any Subsidiary of the Company's Subsidiaries, to cancel any mortgage insurance held for any such Subsidiary's benefit or to reduce any mortgage insurance benefits payable to the Company or any such Subsidiary, or would lead GNMA to require a letter of credit from the Company or any Subsidiary of the Company's Subsidiaries.

Compliance with Mortgage Banking Regulations. (Aa) Except as disclosed in Section 4.26(a) of the Disclosure Schedule, the Company and each of its Subsidiaries engaged in the business of originating or servicing loans and, with respect to each Mortgage Loan, each prior servicer and originator of any such loan, has been and is (including without limitation, with respect to (Ii) the ownership and operation of its properties and (IIii) the documentation, underwriting, origination, purchase, assumption, modification, sale, pooling and servicing of Mortgage Loans by the Company and such Subsidiaries and such prior servicers and originators) in compliance in all material respects with all Regulations, orders, writs, decrees, injunctions and other requirements of any court or Governmental Entities applicable to it, its properties and assets and its conduct of business (including, without limitation, (Xx) the rules, regulations and requirements of FHA, VA, FNMA, HUD, FHLMC and GNMA, (Yy) any applicable local, state or federal law or ordinance, and any regulations or orders issued thereunder, governing or, pertaining to fair housing or unlawful discrimination in residential lending (including without limitation anti-redlining, equal credit opportunity, and fair credit reporting), truth-in-lending, real estate settlement procedures, adjustable rate mortgages, adjustable rate mortgage disclosures or consumer credit (including without limitation the federal Consumer Credit Protection Act, the federal Truth-in-Lending Act and Regulation Z thereunder, the federal Real Estate Settlement Procedures Act of 1974 and Regulation X thereunder, and the federal Equal Credit Opportunity Act and Regulation B thereunder) or with respect to the Flood Disaster Protection Act and (Zz) all applicable usury and interest limitations laws). Without limiting the generality of the foregoing, except as set forth in Section 4.26(a) of the Disclosure Schedule, each of the Company and its Subsidiaries has been and is in compliance in all material respects with all servicer and other requirements of the FHA, VA, FNMA, FHLMC, GNMA, Investors and any Insurer (including, without limitation, any applicable net worth requirements) which are applicable to it, and all applicable underwriting standards of such Agencies, Investors or Insurers, and each correspondent or broker from whom the Company or any of its Subsidiaries has purchased FHA Loans or VA Loans had all FHA and VA approvals necessary to enable it to take applications and close FHA Loans and/or VA Loans. (Bb) Except as set forth in Section 4.26(b) of the Disclosure Schedule, the Company and each Company Subsidiary, as the case may be, has timely filed, or will have timely filed by the Effective Time, all reports required to be filed by any Agency, Investor or Insurer or by any federal, state or municipal law, regulation or ordinance. Except as set forth in Section 4.26(b) of the Disclosure Schedule, neither the Company nor any of the Company's Subsidiaries has done or failed to do, or has caused to be done or omitted to be done, any act, the effect of which would operate to invalidate or materially impair (Ii) any approvals of the FHA, VA, FNMA, FHLMC, GNMA, HUD or any Investor, (IIii) any FHA insurance or commitment of the FHA to insure, (IIIiii) any VA guarantee or commitment of the VA to guarantee, (IViv) any private mortgage insurance or commitment of any private mortgage insurer to insure, (Vv) any title insurance policy, (VIvi) any hazard insurance policy, (VIIvii) any flood insurance policy required by the National Flood Insurance Act of 1968, as amended, (VIIIviii) any fidelity bond, direct surety bond, or errors and omissions insurance policy required by HUD, GNMA, FNMA, FHA, FHLMC, VA or private mortgage insurers, (IXix) any surety or guaranty agreement or (Xx) any guaranty issued by GNMA to the Company or any of the Company's Subsidiaries respecting mortgage-backed securities issued or serviced by the Company or any of the Company's Subsidiaries and other like guaranties. (Cc) Except as set forth in Section 4.26(c) of the Disclosure Schedule, no Agency, Investor or Insurer has (Ii) claimed that the Company or any Company Subsidiary has violated or not complied with the applicable underwriting standards with respect to mortgage loans sold by the Company or any of the Company's Subsidiaries to an Investor or (IIii) imposed restrictions on the activities (including commitment authority) of the Company or any of the Company's Subsidiaries. To the best knowledge of the Company, as of the date of this Agreement, except as set forth in Section 4.26(c) of the Disclosure Schedule, there exist no facts or circumstances which would entitle an Investor or other Person to demand repurchase of a Mortgage Loan, Servicing Released Loan or Servicing Sale Loan or which would entitle an Insurer to demand indemnification from the Company or any of the Company's Subsidiaries, to cancel any mortgage insurance held for any such Subsidiary's benefit or to reduce any mortgage insurance benefits payable to the Company or any such Subsidiary, or would lead GNMA to require a letter of credit from the Company or any of the Company's Subsidiaries.

Compliance with Mortgage Banking Regulations. (A) Except as disclosed in Section 4.26(a) of the Disclosure ScheduleWith respect to each Recourse Mortgage Loan, the Company and each of its Subsidiaries engaged in the business of originating or servicing loans and, with respect to each Mortgage Loan, subsidiary and each prior servicer and current originator of any such loan, has been and is (including without limitation, with respect to (I) the ownership and operation of its properties and (II) the documentation, underwriting, origination, purchase, assumption, modification, sale, pooling and servicing of Mortgage Loans by the Company and such Subsidiaries and such prior servicers and originators) in compliance in all material respects with all Regulations, orders, writs, decrees, injunctions and other requirements of any court or Governmental Entities governmental authorities applicable to itany of them, its properties and assets and its conduct of business (including, including without limitation, (X) the rules, regulations and requirements of FHA, VA, FNMA, HUD, FHLMC and GNMA, (Y) limitation any applicable local, state or federal law or ordinance, and any regulations or orders issued thereunder, governing or, or pertaining to fair housing or unlawful discrimination in residential lending (including without limitation anti-redlining, equal credit opportunity, and fair credit reporting), truth-in-lendinglending (including without limitation specific regulations relating to Section 32 Loans), real estate settlement procedures, adjustable rate mortgages, adjustable rate mortgage disclosures or consumer credit (including without limitation the federal Consumer Credit Protection Act, the federal Truth-in-Lending lending Act and Regulation Z thereunder, the federal Real Estate Settlement Procedures Act of 1974 and Regulation X thereunder, and the federal Equal Credit Opportunity Act and Regulation B thereunder) or with respect to the Flood Disaster Protection Act and (Z) , all applicable usury and interest limitations lawslaws and all similar state laws (collectively, "Consumer Credit Laws"). Without limiting the generality of the foregoing, except as set forth in Section 4.26(a) of the Disclosure Schedule, each of the Company and its the Subsidiaries and each prior and current servicer and originator of the Recourse Mortgage Loans, including without limitation mortgage loans that constitute part of the Acquired Assets, has been and is in compliance in all material respects with all servicer and other requirements of the HUD, FHA, VA, FNMA, FHLMC, GNMA, Investors VA and any Insurer (including, without limitation, any applicable net worth requirements) FNMA which are applicable to it. No broker or correspondent involved in the origination of Recourse Mortgage Loans, and all applicable underwriting standards of such Agencies, Investors or Insurers, and each correspondent or broker from whom the Company or any of its Subsidiaries has purchased FHA Loans or VA Loans had all FHA and VA approvals necessary to enable it to take applications and close FHA Loans and/or VA Loans. (B) Except as set forth in Section 4.26(b) including without limitation mortgage loans that constitute part of the Disclosure ScheduleAcquired Assets, has violated in any material respect any Consumer Credit Laws, including without limitation servicer and other applicable requirements of HUD, FHA, VA and FNMA. No broker or correspondent involved in the origination of Mortgage Loans has failed to remain in good standing with the Company and each Company Subsidiary, as the case may beSubsidiaries, has timely filed, or will have timely filed by the Effective Time, all reports required to be filed by any Agency, Investor or Insurer or by any federal, state or municipal law, regulation or ordinance. Except as set forth in Section 4.26(b) of the Disclosure Schedule, neither the Company nor any of the Company's Subsidiaries has done or failed to do, or has caused obtain all Licenses necessary to be done or omitted to be done, any act, the effect of which would operate to invalidate or materially impair (I) any approvals of the FHA, VA, FNMA, FHLMC, GNMA, HUD or any Investor, (II) any FHA insurance or commitment of the FHA to insure, (III) any VA guarantee or commitment of the VA to guarantee, (IV) any private mortgage insurance or commitment of any private mortgage insurer to insure, (V) any title insurance policy, (VI) any hazard insurance policy, (VII) any flood insurance policy required by the National Flood Insurance Act of 1968, as amended, (VIII) any fidelity bond, direct surety bond, or errors and omissions insurance policy required by HUD, GNMA, FNMA, FHA, FHLMC, VA or private mortgage insurers, (IX) any surety or guaranty agreement or (X) any guaranty issued by GNMA to the Company or any of the Company's Subsidiaries respecting mortgage-backed securities issued or serviced by the Company or any of the Company's Subsidiaries and other like guaranties. (C) Except as set forth in Section 4.26(c) of the Disclosure Schedule, no Agency, Investor or Insurer has (I) claimed that the Company or any Company Subsidiary has violated or not complied with the applicable underwriting standards with respect to mortgage loans sold by the Company or any of the Company's Subsidiaries to an Investor or (II) imposed restrictions on conduct the activities (including commitment authority) of conducted by such broker or correspondent in connection therewith or is subject to any claim or administrative proceeding filed against such broker or correspondent based upon the Company business activities conducted by such broker or any of the Company's Subsidiaries. To the best knowledge of the Company, as of the date of this Agreement, except as set forth correspondent in Section 4.26(c) of the Disclosure Schedule, there exist no facts or circumstances which would entitle an Investor or other Person to demand repurchase of a Mortgage Loan, Servicing Released Loan or Servicing Sale Loan or which would entitle an Insurer to demand indemnification from the Company or any of the Company's Subsidiaries, to cancel any mortgage insurance held for any such Subsidiary's benefit or to reduce any mortgage insurance benefits payable to the Company or any such Subsidiary, or would lead GNMA to require a letter of credit from the Company or any of the Company's Subsidiariesconnection therewith.