Common use of Representations and Warranties Regarding Correspondent Clause in Contracts

Representations and Warranties Regarding Correspondent. After due diligent investigation and inquiry, and notwithstanding any assignment without recourse, Correspondent represents and warrants to DIME as follows: A. Correspondent is duly organized, validly existing, and in good standing under the laws of the state of its organization and has all qualifications, registrations, and licenses, and permits necessary to carry on its business in each state in which Correspondent originates or purchases Loans. Correspondent agrees to provide DIME with copies of all applicable licenses, permits, etc. upon request. Correspondent has all requisite power and authority to execute, deliver and perform this Agreement. All requisite action has been taken by Correspondent to make this Agreement valid and binding upon Correspondent in accordance with its terms. B. No approval of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over Correspondent is required, or if required, such approval has been obtained. There is no clam, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Correspondent's business, performance of its obligations under this Agreement and Correspondent has no knowledge of any circumstances indicating that any such suit, investigation or proceeding is likely or imminent; C. With respect to any FHA Loan submitted by Correspondent, Correspondent is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by DIME; with respect to an VA Loan submitted by Correspondent, Correspondent is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage Revised 3/11/97 6 loans with "automatic authority," or is a VA authorized agent with underwriting performed by DIME. D. Correspondent is not presently, nor within the one (1) year period preceding the date of this Agreement has been, subject to any administrative sanctions imposed by FHA and/or VA. E. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Correspondent and will not result in: (a) a breach of any term or provision of the charter or bylaws of Correspondent; (b) the breach of any term or provision of, or conflict with, or constitute a default under any agreement to which Correspondent or its property is subject; or (c) the violation of any law, rule, regulation, order, judgment or decree to which Correspondent or its property is subject. F. No representation, warranty or written statement made by Correspondent in this Agreement, nor any application, documentation, schedule, exhibit, statement, or certificate furnished to DIME by Correspondent contains any untrue statement of material fact or fails to state any material fact which could render such statement misleading. G. Each of the representations and warranties contained in this Section 4.1 is true and correct upon the execution of this Agreement and upon delivery of any Loan to DIME for purchase.

Representations and Warranties Regarding Correspondent. After due and diligent investigation and inquiry, and notwithstanding any assignment without recourse, Correspondent represents and warrants to DIME Chase as followsof the date of execution of this Agreement through and including each Purchase Date, the following: A. Correspondent is duly organized, validly existing, and in In good standing under the laws of the state of its organization and has all qualifications, registrations, and licenses, and permits necessary to carry on its business in each state in which Correspondent originates or purchases Loans. , and in any event Correspondent is in compliance with the laws of any state to the extent necessary to ensure the enforceability of each Loan in accordance with the terms of this Agreement Correspondent agrees to provide DIME Chase with copies of all applicable licenses, permits, etc. evidencing compliance with this Section 4.1A upon request. Correspondent has all requisite power power, authority and authority consent to hold transfer and convey each Loan, to sell each and to execute, deliver and perform this AgreementAgreement and any agreements contemplated hereby. All requisite action has been taken by Correspondent to make this Agreement and any agreements contemplated hereby valid and binding upon Correspondent in accordance with its terms. B. No approval of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over Correspondent is required, or if required, such approval has been obtained. There is no clam, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Correspondent's business, performance of its obligations under this Agreement and Correspondent has no knowledge of any circumstances indicating that any such suit, investigation or proceeding is likely or imminent; C. With respect to any FHA Loan submitted by Correspondent, Correspondent is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by DIME; with respect to an VA Loan submitted by Correspondent, Correspondent is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage Revised 3/11/97 6 loans with "automatic authority," or is a VA authorized agent with underwriting performed by DIME. D. Correspondent is not presently, nor within the one (1) year period preceding the date of this Agreement has been, subject to any administrative sanctions imposed by FHA and/or VA. E. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Correspondent and will not result in: (a) a breach of any term or provision of the charter or bylaws of Correspondent; (b) the breach of any term or provision of, or conflict with, or constitute a default under any agreement to which Correspondent or its property is subject; subject or (c) the violation of any law, rulerules, regulation, order, judgment or decree to which Correspondent or its property is subject.; F. C. There is no claim, litigation, investigation or proceeding pending or threatened, or any order or decree outstanding, against or otherwise is reasonable likely to materially adversely affect Correspondent, Correspondent's business, or performance of its obligations under this Agreement or any Loan and Correspondent has no knowledge of any circumstances indicating that any such suit investigation or proceeding is likely or imminent; D. No representationconsent, warranty approval, authorization or written statement made order of any court or governmental agency or body is required for the execution, delivery and performance by the Correspondent of or compliance by the Correspondent with this Agreement, or the sale of the Loans and delivery of the Mortgage Files to Chase or the consummation of the transactions contemplated by this Agreement, except for consents, approvals, authorizations and orders which have been obtained; E. Correspondent does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant contained in this Agreement. The transfer, nor any application, documentation, schedule, exhibit, statement, or certificate furnished to DIME assignment and conveyance of Loans by Correspondent contains any untrue statement of material fact or fails pursuant to state any material fact which could render such statement misleading. G. Each of the representations and warranties contained in this Section 4.1 is true and correct upon the execution of this Agreement are in the ordinary course of Correspondent's business and upon delivery are not subject to the bulk transfer of any Loan similar statutory provisions in effect in any applicable jurisdiction. Correspondent is not transferring the Loans with an actual intent to DIME for purchase.hinder, delay or defraud any of its creditors. Correspondent is solvent and will not be rendered insolvent by the sale of any Loans. Correspondent used no selection procedures that identified the Loans as being less desirable or valuable than other comparable Loans in the Correspondent's portfolio at the Purchase Date; F. The origination and servicing practices used by the Correspondent, with respect to each Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations and the loan documents, and in all material respects proper and prudent in the mortgage origination and servicing business;

Representations and Warranties Regarding Correspondent. After due a duly diligent investigation and inquiry, and notwithstanding any assignment without recourse, Correspondent represents and warrants to DIME Purchaser as followsfollows as of the date of this Agreement and throughout the term of this Agreement: A. Correspondent is duly organized, validly existing, and in good standing under the laws of the state of its organization and has all qualifications, registrations, and licenses, and permits necessary to carry on its business in each state in which Correspondent originates or purchases Loans. Correspondent agrees to provide DIME Purchaser with copies of all applicable licenses, permits, etc. exemptions or approvals upon request. Correspondent shall immediately notify Purchaser if any license, permit, exemption or approval is suspended, terminated or cancelled for any reason or if Correspondent fails to be in compliance with qualification or licensing laws of any jurisdiction in which it conducts business, or if any action affecting or potentially affecting the status of the Correspondent’s licenses or permits is initiated. Correspondent has all requisite power and authority to execute, deliver and perform this Agreement. All requisite action has been taken by Correspondent to make this Agreement valid and binding upon Correspondent in accordance with its terms. B. No approval of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over Correspondent is required, or if required, such approval has been obtained. There is no clamclaim, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Correspondent's business, ’s business or the performance of its obligations under this Agreement and Correspondent has no knowledge of any circumstances indicating that any such suit, investigation or proceeding is likely or imminent;. C. With respect to any FHA Loan submitted by Correspondent, Correspondent is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by DIME; with respect to an VA Loan submitted by Correspondent, Correspondent is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage Revised 3/11/97 6 loans with "automatic authority," or is a VA authorized agent with underwriting performed by DIME. D. Correspondent is not presently, nor within the one (1) year period preceding the date of this Agreement has been, subject to any administrative sanctions imposed by FHA and/or VA. E. The consummation of the transactions contemplated by this Agreement are is in the ordinary course of business of Correspondent and will not result in: (a) a breach of any term or provision of the charter or bylaws any organizational documents of Correspondent; (b) the a breach of any term or provision of, or conflict with, or constitute a default under any agreement to which Correspondent or its property is subject; or (c) the a violation of any law, rule, regulation, order, judgment or decree to which Correspondent or its property is subject. F. D. No representation, warranty or written statement made by Correspondent in this Agreement, nor any application, documentation, schedule, exhibit, statement, or certificate furnished to DIME Purchaser by Correspondent contains any untrue statement of material fact or fails to state omits any material fact which could render such statement misleading. G. E. Correspondent acknowledges that in the event an automated underwriting system is used to underwrite any Loan sold to Purchaser, Correspondent is or will be fully trained in the use of such automated system before any such use and will follow all appropriate procedures when using such system. F. Each of the representations and warranties contained in this Section 4.1 is true and correct upon the execution of this Agreement and shall continue to be true and correct upon delivery of any Loan to DIME Purchaser for purchase. G. It is, and shall at all times remain, knowledgeable and in compliance with all federal, state and local laws, regulations and rules applicable to its operations and activities, including, without limitation, consumer financial protection laws and regulations. H. It maintains (a) a UDAAP (as hereinafter defined) compliance policy, (b) an adequate and appropriate program for assessing compliance with such UDAAP compliance policy and (c) a system for reviewing and responding to customer complaints. I. It is in compliance with the Appraiser Independence Requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, TILA (as hereinafter defined) (including Regulation Z), Xxxxxx Xxx and Freddie Mac. J. It (a) has implemented and will maintain a satisfactory Anti-Money Laundering (“AML”) Program as required by 31 CFR Parts 1010 and 1029 and (b) will perform all obligations under the AML laws and regulations, and any amendment thereto, as to (i) verifying the identity of each customer or client of Purchaser, and (ii) monitoring, recordkeeping, reporting and other obligations regarding transactions and other activity with each customer.

Representations and Warranties Regarding Correspondent. (a) After due diligent investigation and inquiry, and notwithstanding any assignment without recourserecourse to CHMC, the Correspondent hereby represents and warrants to DIME as followsCHMC that: A. i) The Correspondent is duly organized, validly existing, and in good standing under the laws of the state of its organization and has all qualifications, registrations, registrations and licenses, and permits licenses necessary to carry on its business in each state in which Correspondent originates or purchases Loansas now being conducted. Correspondent agrees to provide DIME with copies of all applicable licenses, permits, etc. upon request. The Correspondent has all requisite power and authority to execute, deliver and perform this Agreement. All requisite action has been taken by the Correspondent to make this Agreement valid and binding upon Correspondent in accordance with its terms. As to FHA/VA Loans, the Correspondent is approved by FHA to participate in its "direct endorsement" mortgage insurance program and by VA to underwrite mortgage loans with "automatic authority," and is not subject to any administrative sanctions imposed by FHA or VA. B. ii) No approval of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over the Correspondent is required, or if required, such approval has been obtained. There is are no clamactions or proceedings pending, litigationaffecting Correspondent or any Loan or Mortgage, investigation or proceeding pending or threatened against or otherwise materially which would adversely affecting Correspondent's business, performance of affect its obligations under this Agreement and Correspondent has no knowledge of any circumstances indicating that any such suit, investigation or proceeding is likely or imminent; C. With respect ability to any FHA Loan submitted by Correspondent, Correspondent is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by DIME; with respect to an VA Loan submitted by Correspondent, Correspondent is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage Revised 3/11/97 6 loans with "automatic authority," or is a VA authorized agent with underwriting performed by DIME. D. Correspondent is not presently, nor within the one (1) year period preceding the date of this Agreement has been, subject to any administrative sanctions imposed by FHA and/or VA. E. The consummation of the transactions contemplated by this perform hereunder. [ILLEGIBLE] Agreement are in the ordinary course of business of [ILLEGIBLE] Correspondent and will not result in: (a) a breach of any term or provision of the charter or bylaws of the Correspondent; (b) the breach of any term or provision of, or conflict with, or constitute a default under any agreement to which Correspondent or its property is subject; or (c) the violation of any law, rule, regulation, order, judgment or decree to which Correspondent or its property is subject. F. (b) Each Loan has been originated by Correspondent and Correspondent has complied with all of its obligations under this Agreement. (c) No representation, warranty or written statement made by Correspondent in this Agreement, nor any application, documentation, Correspondent application documentation or any schedule, exhibit, statement, written statement or certificate furnished to DIME CHMC in connection with the transaction contemplated hereby by Correspondent Seller contains or will contain any untrue statement of a material fact or fails omits, or will omit to state any a material fact which could render such statement necessary to make the statements contained herein or therein not misleading. G. (d) Each of the representations and warranties contained in this Section 4.1 3.1. is true and correct upon the execution of this Agreement and upon delivery of any Loan to DIME CHMC for purchase.

Representations and Warranties Regarding Correspondent. After due diligent investigation and inquiry, and notwithstanding any assignment without recourse, Correspondent represents and warrants to DIME as follows: A. 5.1 Correspondent is duly organized, validly existing, existing and in good standing under the laws of the state of its organization and has each state in which Correspondent does business. 5.2 Correspondent possesses all qualificationsof the qualifications and necessary federal, state and local registrations, and licenses, licenses and permits necessary required to carry on its business in each state in which Correspondent originates or purchases Loans. Correspondent agrees to provide DIME with copies of all applicable licenses, permits, etc. upon request. Correspondent Loans and has all the requisite legal power and authority to execute, deliver execute and perform under the terms of this Agreement. All requisite action has been taken by Correspondent to make this Agreement valid and binding upon Correspondent in accordance with its terms. B. No approval of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over Correspondent is required, or if required, such approval has been obtained. 5.3 There is no clamclaim, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Correspondent's business, ’s business or the performance of its Correspondent’s obligations under this Agreement Agreement, and Correspondent has no knowledge of any circumstances indicating that any such suit, investigation or proceeding is likely or imminent; C. With respect to any FHA Loan submitted by Correspondent, Correspondent is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by DIME; with respect to an VA Loan submitted by Correspondent, Correspondent is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage Revised 3/11/97 6 loans with "automatic authority," or is a VA authorized agent with underwriting performed by DIME. D. 5.4 Correspondent is not presentlythe subject of any proceeding or action under any bankruptcy, nor within insolvency or similar law or any assignment for the one (1) year period preceding the date benefit of this Agreement has beencreditors, subject to any administrative sanctions imposed by FHA and/or VAconservatorship or receivership. E. 5.5 The consummation of the transactions contemplated to be performed by Correspondent under this Agreement are in the ordinary course of Correspondent’s business of Correspondent and will shall not result in: (a) a breach of any term or provision of the Correspondent’s charter or bylaws of Correspondentbylaws; (b) the a breach of any term or provision of, or conflict with, or constitute a default under any agreement to which Correspondent or its property is subjecta party; or (c) the a violation of any law, rule, regulation, order, judgment or decree to which Correspondent or its Correspondent’s property is subject. F. 5.6 No representation, warranty or written statement made by Correspondent in this Agreement, nor Agreement or any application, documentationdocument, schedule, exhibit, statement, statement or certificate furnished to DIME PRMG by Correspondent contains any untrue statement of material fact or fails to state omits any material fact which that could render such statement misleading. G. Each of 5.7 Correspondent has read and understands the representations terms and warranties contained in this Section 4.1 is true and correct upon the execution provisions of this Agreement and upon delivery has had the opportunity to seek the advice of any Loan to DIME for purchaseindependent legal counsel. This Agreement shall not be construed against either Party by reason of the drafting or preparation of the Agreement.