Representations and Warranties Regarding Seller. After diligent investigation and inquiry, and notwithstanding any assignment without recourse, Seller represents and warrants to Arc that as of the Closing Date the following. 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 Arc for purchase. (A) Seller 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 Seller originates or purchases Loans. Seller agrees to provide Arc with copies of all applicable licenses, permits, exemptions or approvals upon request. No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation. Seller has all requisite power and authority to execute, deliver and perform this Agreement. All requisite action has been taken by Seller to make this Agreement valid and binding upon Seller in accordance with its terms. (B) No approval of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over Seller is required, or if required, such approval has been obtained. There is no claim, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Seller's business or the performance of its obligations under this Agreement and Seller 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 Seller, Seller is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by Xxx. With respect to any VA Loan submitted by Seller, Seller is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage loans with automatic authority. With respect to any USDA Loan submitted by Seller, Seller is an approved lender to originate USDA loans. (D) Seller is not presently, nor within the five (5) year period preceding the date of this Agreement has been, subject to any administrative actions and/or sanctions imposed by HUD, FHA, VA or USDA. (E) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Seller and will not result in: (a) a breach of any term or provision of the charter or bylaws of Seller; (b) a breach of any term or provision of, conflict with, or constitute a default under any agreement to which Seller or its property is subject; or (C) a violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject. (F) No representation, warranty or written statement made by Seller in this Agreement or in connection with the transactions contemplated herein, nor any application, documentation, schedule, exhibit, statement, or certificate furnished to Arc by Seller contains any untrue statement of material fact or omits any material fact which could render such statement misleading. (G) Seller acknowledges that in the event an automated underwriting system is used to underwrite any Loan sold to Arc, Seller is fully trained in the use of such automated system and followed all appropriate procedures when using such system. (H) Seller is, and at all times shall remain, in compliance with it is obligations under the Arc Correspondent Seller's Guide, including those related to eligibility to conduct business with Arc Home. (I) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage Loan with any intent to hinder, delay or defraud any of the Seller's creditors. (J) There has been no Material Adverse Change in the business, operations, financial condition or assets of the Seller since the date of the Seller’s most recent financial statements. (K) The Seller has complied with all anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program in compliance with the Anti- Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. (L) Neither the Seller nor, to the best of Seller’s knowledge, anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to or taken any other action, which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto. (M) The Seller is a member of MERS in good standing, and will comply with the rules and procedures of MERS in connection with the servicing of the MERS Designated Mortgage Loans for so long as such Mortgage Loans are registered with MERS. (N) The Seller has the necessary employees, financial wherewithal, information technology, risk and compliance resources and expertise to allow it to, and is otherwise able to adequately plan and execute the servicing transfer of a Mortgage Loan in accordance with the CFPB's requirements. Seller is in compliance with the requirements set forth in CFPB’s Bulletin 2014-01 “Compliance Bulletin and Policy Guidance: Mortgage Services Transfers” (August 19, 2014)..
Appears in 3 contracts
Samples: Loan Purchase and Sale Agreement, Correspondent Seller Loan Purchase and Sale Agreement, Correspondent Seller Loan Purchase and Sale Agreement
Representations and Warranties Regarding Seller. After diligent investigation and inquiry, and notwithstanding any assignment without recourse, Seller hereby represents and warrants to Arc that Purchaser as of the each applicable Closing Date the following. 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 Arc for purchase.Date:
(Aa) Seller is duly organized, validly existing, existing and in good standing under the laws of Delaware and is and will remain in compliance with the state laws of its organization and has all qualifications, registrations, and licenses, and permits necessary to carry on its business in each state in which Seller originates or purchases Loans. Seller agrees any Mortgaged Property is located to provide Arc the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loan in accordance with copies the terms of all applicable licenses, permits, exemptions or approvals upon request. No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation. this Agreement;
(b) Seller has all requisite power and authority to executeexecute and deliver this Agreement and to perform in accordance herewith; the execution, deliver delivery and perform performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement. All ), the related Commitment Letter and the related Term Sheet by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized; Seller has duly executed and delivered this Agreement, and any agreements contemplated hereby; this Agreement and any agreements contemplated hereby, and each Assignment of Mortgage evidence the valid, binding and enforceable obligation of Seller, subject to applicable law; and all requisite corporate action has been taken by Seller to make this Agreement valid and binding upon Seller in accordance with its terms.;
(Bc) No approval consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Seller of, or compliance by Seller with, this Agreement, the related Commitment Letter, the related Term Sheet or any agreements contemplated herein or therein or the consummation of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over Seller is requiredAgreement, except for such consents, approvals, authorizations or orders, if requiredany, such approval has that have been obtained. There is no claim, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Seller's business or obtained prior to the performance of its obligations under this Agreement and Seller has no knowledge of any circumstances indicating that any such suit, investigation or proceeding is likely or imminent.applicable Closing Date;
(C) With respect to any FHA Loan submitted by Seller, Seller is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by Xxx. With respect to any VA Loan submitted by Seller, Seller is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage loans with automatic authority. With respect to any USDA Loan submitted by Seller, Seller is an approved lender to originate USDA loans.
(D) Seller is not presently, nor within the five (5) year period preceding the date of this Agreement has been, subject to any administrative actions and/or sanctions imposed by HUD, FHA, VA or USDA.
(Ed) The consummation of the transactions contemplated by this Agreement Agreement, the related Commitment Letter and the related Term Sheet are in the ordinary course of business of Seller and will not result in: (a) a in the breach of any term or provision of the charter or bylaws by-laws of Seller; (b) a Seller or result in the breach of any term or provision provi-sion of, or conflict with, with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which Seller or its property is subject; , or (C) a result in the violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject.;
(Fe) No representationThe transfer, warranty or written statement made assignment and conveyance of the Mortgage Notes and the Mortgage Loans by Seller pursuant to this Agreement and the related Term Sheet are not subject to the bulk transfer or any similar statutory provi-sions in effect in any applic-able jurisdiction;
(f) There is no action, suit, proceeding or investigation pending or, to the best knowledge of Seller, threatened against Seller which, either individually or in the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets of Seller, or in any material impairment of the right or ability of Seller to carry on its business substantially as now conducted or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the transactions obligations of Seller contemplated herein, nor any application, documentation, schedule, exhibit, statement, or certificate furnished which would materially impair the ability of Seller to Arc by Seller contains any untrue statement perform under or the validity or enforceability of material fact or omits any material fact which could render such statement misleading.the terms of this Agreement;
(Gg) Seller acknowledges that in the event an automated underwriting system is used to underwrite any Loan sold to Arc, Seller is fully trained in the use of such automated system and followed all appropriate procedures when using such system.
(H) Seller is, and at all times shall remain, in compliance with it is obligations under the Arc Correspondent Seller's Guide, including those related to eligibility to conduct business with Arc Home.
(I) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The ;
(h) No written statement, report or other document prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading;
(i) Seller used no adverse selection procedures in selecting the Mortgage Loans from among the mortgage loans in the Seller’s portfolio at the Closing Date as to which the representations and warranties set forth in Section 6.01 could be made;
(j) Seller is solvent and the sale of the Mortgage Loans will not be rendered insolvent by the consummation cause Seller to become insolvent. The sale of the transactions contemplated hereby. The Seller Mortgage Loans is not transferring any Mortgage Loan with any intent undertaken to hinder, delay or defraud any of the Seller's ’s creditors.;
(Jk) There has been no Material Adverse Change in the business, operations, financial condition or assets of the Seller since the date of the Seller’s most recent financial statements.
(K) The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program in compliance with the Anti- Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
(L) Neither the Seller nor, to the best of Seller’s knowledge, anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to or taken any other action, which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto.
(M) The Seller is a member of MERS in good standing, and will comply with the rules and procedures of MERS in connection with the servicing of the MERS Designated Mortgage Loans for so long as such Mortgage Loans are registered with MERS.
(N) The Seller has the necessary employees, financial wherewithal, information technology, risk and compliance resources and expertise to allow it to, and is otherwise able to adequately plan and execute the servicing transfer of a Mortgage Loan in accordance with the CFPB's requirements. Seller is in compliance with the requirements set forth in CFPB’s Bulletin 2014-01 “Compliance Bulletin and Policy Guidance: Mortgage Services Transfers” (August 19, 2014)..;
Appears in 2 contracts
Samples: Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-6), Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Ar7)
Representations and Warranties Regarding Seller. After diligent investigation and inquiry, and notwithstanding any assignment without recourse, Seller hereby represents and warrants to Arc that Purchaser as of the Closing Date the following. 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 Arc for purchase.Date:
(Aa) Seller is duly organized, validly existing, existing and in good standing under the laws of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of its organization each Mortgage Loan and the servicing of the Mortgage Loan in accordance with the terms of this Agreement. Seller has all qualifications, registrations, and licenses, and permits licenses necessary to carry on its business in each state in which Seller originates or purchases Loans. Seller agrees to provide Arc with copies of all applicable licenses, permits, exemptions or approvals upon request. No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation. as now being conducted;
(b) Seller has all requisite power and authority to executeexecute and deliver this Agreement and to perform in accordance herewith; the execution, deliver delivery and perform performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement. All ) by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of Seller, subject to applicable law; and all requisite corporate action has been taken by Seller to make this Agreement valid and binding upon Seller in accordance with its terms.;
(Bc) No approval of the transactions contemplated by this Agreement from any federal or state regulatory authority having jurisdiction over Seller is requiredrequired or, or if required, such approval has been or will, prior to the related Closing Date, be obtained. There is no claim, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Seller's business or the performance of its obligations under this Agreement and Seller 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 Seller, Seller is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by Xxx. With respect to any VA Loan submitted by Seller, Seller is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage loans with automatic authority. With respect to any USDA Loan submitted by Seller, Seller is an approved lender to originate USDA loans.
(D) Seller is not presently, nor within the five (5) year period preceding the date of this Agreement has been, subject to any administrative actions and/or sanctions imposed by HUD, FHA, VA or USDA.
(Ed) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Seller and will not result in: (a) a in the breach of any term or provision of the charter or bylaws by-laws of Seller; (b) a Seller or result in the breach of any term or provision of, or conflict with, with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which Seller or its property is subject; , or (C) a result in the violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject.;
(Fe) No representationThe transfer, warranty or written statement made assignment and conveyance of the Mortgage Notes and the Mortgage Loans by Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;
(f) There is no action, suit, proceeding or investigation pending or, to the best knowledge of Seller, threatened against Seller which, either individually or in the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets of Seller, or in any material impairment of the right or ability of Seller to carry on its business substantially as now conducted or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the transactions obligations of Seller contemplated herein, nor any application, documentation, schedule, exhibit, statement, or certificate furnished which would materially impair the ability of Seller to Arc by Seller contains any untrue statement perform under the terms of material fact or omits any material fact which could render such statement misleading.this Agreement;
(Gg) Seller acknowledges that in the event an automated underwriting system is used to underwrite any Loan sold to Arc, Seller is fully trained in the use of such automated system and followed all appropriate procedures when using such system.
(H) Seller is, and at all times shall remain, in compliance with it is obligations under the Arc Correspondent Seller's Guide, including those related to eligibility to conduct business with Arc Home.
(I) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and will not be rendered insolvent by the consummation sale of the transactions contemplated hereby. The Seller Mortgage Loans is not transferring any Mortgage Loan with any intent undertaken to hinder, delay or defraud any of the Seller's creditors.;
(Jh) There The Seller is an approved seller/servicer of conventional residential mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Seller is in good standing to sell mortgage loans to and service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with Xxxxxx Mae or Xxxxxxx Mac eligibility requirements or which would require notification to either Xxxxxx Mae or Xxxxxxx Mac;
(i) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of or compliance by the Seller with this Agreement or the sale of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement, or if required, such approval has been no Material Adverse Change obtained prior to the related Closing Date;
(j) The Mortgage Loans were selected from among the fixed rate one- to four-family mortgage loans in the business, operations, financial condition or assets Seller's portfolio at the related Closing Date as to which the representations and warranties set forth in Section 6.01 could be made and such selection was not made in a manner so as to affect adversely the interests of the Seller since the date of the Seller’s most recent financial statements.Purchaser;
(Kk) Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading;
(l) The Seller has complied with all anti-money laundering laws and regulations, including without limitation determined that the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program in compliance with the Anti- Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
(L) Neither the Seller nor, to the best of Seller’s knowledge, anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to or taken any other action, which would constitute a distribution disposition of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto.to this Agreement will be afforded sale treatment for accounting and tax purposes;
(Mm) The Seller is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Designated Mortgage Loans for so as long as such Mortgage Loans are registered with MERS.;
(Nn) There has been no change in the business, operations, financial condition, properties or assets of the Seller since the date of the Seller's most recent financial statements that would have a material adverse effect on its ability to perform its obligations under this Agreement;
(o) The Seller has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the necessary employees, financial wherewithal, information technology, risk and compliance resources and expertise sale of the Mortgage Loans;
(p) The Seller's decision to allow it tooriginate any mortgage loan or to deny any mortgage loan application is an independent decision based upon Seller's Underwriting Guidelines, and is otherwise able in no way made as a result of Purchaser's decision to adequately plan purchase, or not to purchase, or the price Purchaser may offer to pay for, any such mortgage loan, if originated; and
(q) The Seller acknowledges and execute agrees that the Servicing Fee, as calculated at the Servicing Fee Rate, represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by the Seller, for accounting and tax purposes, as compensation for the servicing transfer and administration of a the Mortgage Loan in accordance with the CFPB's requirements. Seller is in compliance with the requirements set forth in CFPB’s Bulletin 2014-01 “Compliance Bulletin and Policy Guidance: Mortgage Services Transfers” (August 19, 2014)..Loans pursuant to this Agreement.
Appears in 2 contracts
Samples: Mortgage Loan Purchase and Servicing Agreement (Lehman Sarm 2005-5), Mortgage Loan Purchase and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2004-15)
Representations and Warranties Regarding Seller. After diligent investigation and inquiry, and notwithstanding any assignment without recourse, Seller represents and warrants to Arc that ArcHome as of the Closing Date the following. Each of the representations and warranties contained in this Sectionfollows:
4.1 is true and correct upon the execution of this Agreement and upon delivery of any Loan to Arc for purchase.
(A) A. Seller 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 Seller originates or purchases Loans. Seller agrees to provide Arc ArcHome with copies of all applicable licenses, permits, exemptions or approvals upon request. No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation. Seller has all requisite power and authority to execute, deliver and perform this Agreement. All requisite action has been taken by Seller to make this Agreement valid and binding upon Seller in accordance with its terms.
(B) B. No approval of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over Seller is required, or if required, such approval has been obtained. There is no claim, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Seller's business or the performance of its obligations under this Agreement and Seller has no knowledge of any circumstances indicating that any such suit, investigation or proceeding is likely or imminent.
(C) C. With respect to any FHA Loan submitted by Seller, Seller is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by XxxArcHome. With respect to any VA Loan submitted by Seller, Seller is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage loans with automatic authority. With respect to any USDA Loan submitted by Seller, Seller is an approved lender to originate USDA loans.
(D) D. Seller is not presently, nor within the five (5) year period preceding the date of this Agreement has been, subject to any administrative actions and/or sanctions imposed by HUD, FHA, VA or USDAFHA and/or VA.
(E) E. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Seller and will not result in: (a) a breach of any term or provision of the charter or bylaws of Seller; (b) a breach of any term or provision of, conflict with, or constitute a default under any agreement to which Seller or its property is subject; or (C) a violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject.
(F) F. No representation, warranty or written statement made by Seller in this Agreement or in connection with the transactions contemplated hereinAgreement, nor any application, documentation, schedule, exhibit, statement, or certificate furnished to Arc ArcHome by Seller contains any untrue statement of material fact or omits any material fact which could render such statement misleading.
(G) G. Seller acknowledges that in the event an automated underwriting system is used to underwrite any Loan sold to ArcArcHome, Seller is fully trained in the use of such automated system and followed all appropriate procedures when using such system.
(H) Seller is, H. Each of the representations and at all times shall remain, in compliance with it is obligations under the Arc Correspondent Seller's Guide, including those related to eligibility to conduct business with Arc Home.
(I) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant warranties contained in this Agreement. Section 4.1 is true and correct upon the execution of this Agreement and upon delivery of any Loan to ArcHome for purchase.
I. The Seller is solvent and sale of the Loans will not be rendered cause Seller to become insolvent by and the consummation sale of the transactions contemplated hereby. The Seller Loans is not transferring any Mortgage Loan undertaken with any the intent to hinder, delay or defraud any of the Seller's ’s creditors.
(J) There has been no Material Adverse Change in the business, operations, financial condition or assets of the Seller since the date of the Seller’s most recent financial statements.
(K) The Seller has complied with all anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program in compliance with the Anti- Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
(L) Neither the Seller nor, to the best of Seller’s knowledge, anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to or taken any other action, which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto.
(M) The Seller is a member of MERS in good standing, and will comply with the rules and procedures of MERS in connection with the servicing of the MERS Designated Mortgage Loans for so long as such Mortgage Loans are registered with MERS.
(N) The Seller has the necessary employees, financial wherewithal, information technology, risk and compliance resources and expertise to allow it to, and is otherwise able to adequately plan and execute the servicing transfer of a Mortgage Loan in accordance with the CFPB's requirements. Seller is in compliance with the requirements set forth in CFPB’s Bulletin 2014-01 “Compliance Bulletin and Policy Guidance: Mortgage Services Transfers” (August 19, 2014)..
Appears in 2 contracts
Samples: Correspondent Seller Loan Purchase and Sale Agreement, Correspondent Seller Loan Purchase and Sale Agreement
Representations and Warranties Regarding Seller. After diligent investigation and inquiry, and notwithstanding any assignment without recourse, Seller represents and warrants to Arc that as of the Closing Date the following. Each of the representations and warranties contained in this Sectionfollows:
4.1 is true and correct upon the execution of this Agreement and upon delivery of any Loan to Arc for purchase.
(A) A. Seller 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 Seller originates or purchases Loans. Seller agrees to provide Arc with copies of all applicable licenses, permits, exemptions or approvals upon request. No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation. Seller has all requisite power and authority to execute, deliver and perform this Agreement. All requisite action has been taken by Seller to make this Agreement valid and binding upon Seller in accordance with its terms.
(B) B. No approval of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over Seller is required, or if required, such approval has been obtained. There is no claim, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Seller's business or the performance of its obligations under this Agreement and Seller has no knowledge of any circumstances indicating that any such suit, investigation or proceeding is likely or imminent.
(C) C. With respect to any FHA Loan submitted by Seller, Seller is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by XxxArc. With respect to any VA Loan submitted by Seller, Seller is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage loans with automatic authority. With respect to any USDA Loan submitted by Seller, Seller is an approved lender to originate USDA loans.
(D) D. Seller is not presently, nor within the five (5) year period preceding the date of this Agreement has been, subject to any administrative actions and/or sanctions imposed by HUD, FHA, VA or USDAFHA and/or VA.
(E) E. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Seller and will not result in: (a) a breach of any term or provision of the charter or bylaws of Seller; (b) a breach of any term or provision of, conflict with, or constitute a default under any agreement to which Seller or its property is subject; or (C) a violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject.
(F) F. No representation, warranty or written statement made by Seller in this Agreement or in connection with the transactions contemplated hereinAgreement, nor any application, documentation, schedule, exhibit, statement, or certificate furnished to Arc by Seller contains any untrue statement of material fact or omits any material fact which could render such statement misleading.
(G) G. Seller acknowledges that in the event an automated underwriting system is used to underwrite any Loan sold to Arc, Seller is fully trained in the use of such automated system and followed all appropriate procedures when using such system.
(H) Seller is, H. Each of the representations and at all times shall remain, in compliance with it is obligations under the Arc Correspondent Seller's Guide, including those related to eligibility to conduct business with Arc Home.
(I) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant warranties contained in this Agreement. Section 4.1 is true and correct upon the execution of this Agreement and upon delivery of any Loan to Arc for purchase.
I. The Seller is solvent and sale of the Loans will not be rendered cause Seller to become insolvent by and the consummation sale of the transactions contemplated hereby. The Seller Loans is not transferring any Mortgage Loan undertaken with any the intent to hinder, delay or defraud any of the Seller's ’s creditors.
(J) There has been no Material Adverse Change in the business, operations, financial condition or assets of the Seller since the date of the Seller’s most recent financial statements.
(K) The Seller has complied with all anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program in compliance with the Anti- Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
(L) Neither the Seller nor, to the best of Seller’s knowledge, anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to or taken any other action, which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto.
(M) The Seller is a member of MERS in good standing, and will comply with the rules and procedures of MERS in connection with the servicing of the MERS Designated Mortgage Loans for so long as such Mortgage Loans are registered with MERS.
(N) The Seller has the necessary employees, financial wherewithal, information technology, risk and compliance resources and expertise to allow it to, and is otherwise able to adequately plan and execute the servicing transfer of a Mortgage Loan in accordance with the CFPB's requirements. Seller is in compliance with the requirements set forth in CFPB’s Bulletin 2014-01 “Compliance Bulletin and Policy Guidance: Mortgage Services Transfers” (August 19, 2014)..
Appears in 2 contracts
Samples: Correspondent Seller Loan Purchase and Sale Agreement, Loan Purchase and Sale Agreement
Representations and Warranties Regarding Seller. After diligent investigation Seller represents, warrants and inquiry, and notwithstanding any assignment without recourse, Seller represents and warrants covenants to Arc Purchaser that as of the Closing Date the following. Each date hereof and as of the representations Closing Date:
a. Due Organization 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 Arc for purchase.
(A) Authority; Enforceability. Seller is a federal savings bank duly organized, validly existing, existing and in good standing under the laws of the state of its organization United States and has all qualifications, registrations, and licenses, and permits licenses necessary to carry on its business as now being conducted in each state in which Seller originates wherein it owns or purchases Loansleases any material properties or where a Mortgaged Property is located. Seller agrees is in compliance with the laws of any such state to provide Arc the extent necessary to ensure the enforceability of the related Mortgage Loan in accordance with copies the terms of this Agreement; Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement (including all applicable licenses, permits, exemptions or approvals upon request. No licenses or approvals obtained instruments of transfer to be delivered pursuant to this Agreement) by Seller and the Seller consummation of the transactions contemplated hereby have been suspended duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of Seller subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance, none of which will materially interfere with the realization of the benefits provided thereunder, regardless of whether such enforcement is sought in a proceeding in equity or revoked by any court, administrative agency, arbitrator or governmental body at law; and no proceedings are pending which might result in such suspension or revocation. Seller has all requisite power and authority to execute, deliver and perform this Agreement. All requisite corporate action has been taken by Seller to make this Agreement and all agreements contemplated hereby valid and binding upon Seller in accordance with its their terms.
(B) No approval of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over Seller is required, or if required, such approval has been obtained. There is no claim, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Seller's business or the performance of its obligations under this Agreement and Seller 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 Seller, Seller is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by Xxx. With respect to any VA Loan submitted by Seller, Seller is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage loans with automatic authority. With respect to any USDA Loan submitted by Seller, Seller is an approved lender to originate USDA loans.
(D) Seller is not presently, nor within the five (5) year period preceding the date of this Agreement has been, subject to any administrative actions and/or sanctions imposed by HUD, FHA, VA or USDA.
(E) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Seller and will not result in: (a) a breach of any term or provision of the charter or bylaws of Seller; (b) a breach of any term or provision of, conflict with, or constitute a default under any agreement to which Seller or its property is subject; or (C) a violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject.
(F) No representation, warranty or written statement made by Seller in this Agreement or in connection with the transactions contemplated herein, nor any application, documentation, schedule, exhibit, statement, or certificate furnished to Arc by Seller contains any untrue statement of material fact or omits any material fact which could render such statement misleading.
(G) Seller acknowledges that in the event an automated underwriting system is used to underwrite any Loan sold to Arc, Seller is fully trained in the use of such automated system and followed all appropriate procedures when using such system.
(H) Seller is, and at all times shall remain, in compliance with it is obligations under the Arc Correspondent Seller's Guide, including those related to eligibility to conduct business with Arc Home.
(I) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage Loan with any intent to hinder, delay or defraud any of the Seller's creditors.
(J) There has been no Material Adverse Change in the business, operations, financial condition or assets of the Seller since the date of the Seller’s most recent financial statements.
(K) The Seller has complied with all anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program in compliance with the Anti- Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
(L) Neither the Seller nor, to the best of Seller’s knowledge, anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to or taken any other action, which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto.
(M) The Seller is a member of MERS in good standing, and will comply with the rules and procedures of MERS in connection with the servicing of the MERS Designated Mortgage Loans for so long as such Mortgage Loans are registered with MERS.
(N) The Seller has the necessary employees, financial wherewithal, information technology, risk and compliance resources and expertise to allow it to, and is otherwise able to adequately plan and execute the servicing transfer of a Mortgage Loan in accordance with the CFPB's requirements. Seller is in compliance with the requirements set forth in CFPB’s Bulletin 2014-01 “Compliance Bulletin and Policy Guidance: Mortgage Services Transfers” (August 19, 2014)..;
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Chevy Chase Preferred Capital Corp)
Representations and Warranties Regarding Seller. After diligent investigation Seller hereby represents, warrants and inquirycovenants to Purchaser that, the following are true as of the date of this Agreement, that Seller will not take any elective action to cause such representations and warranties to become untrue, and notwithstanding Seller shall immediately notify Purchaser in writing if any assignment without recourse, Seller represents of the following cease to be true at any time prior to the Closing. In the event any of the Seller's representations and warrants warranties stated below proves to Arc that be untrue as of the Closing Date Date, Purchaser shall have the following. Each option of the representations and warranties contained in this Section
4.1 is true and correct upon the execution of terminating this Agreement and upon delivery of any Loan such termination, the Deposit, together with interest earned thereon (if any), and shall be refunded to Arc for purchasePurchaser.
(A) Seller is duly organized, validly existing, and in good standing under There are no pending or threatened claims or legal actions affecting 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 Seller originates or purchases Loans. Seller agrees to provide Arc with copies of all applicable licenses, permits, exemptions or approvals upon request. No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation. Seller has all requisite power and authority to execute, deliver and perform this Agreement. All requisite action has been taken by Seller to make this Agreement valid and binding upon Seller in accordance with its termsProperty.
(B) No approval Seller is the legal and equitable owner of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over Seller is requiredProperty, or if requiredwith full right to convey the same, such approval has been obtained. There is no claim, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Seller's business or and without limiting the performance generality of its obligations under this Agreement and the foregoing; Seller has no knowledge not granted any option or right of first refusal or first opportunity to any circumstances indicating that party to acquire any such suit, investigation or proceeding is likely or imminentinterest in the Property.
(C) With respect to There are no pending condemnation actions or special assessments of any FHA Loan submitted by Sellernature which would affect the Property, and Seller is approved by FHA to participate in its "direct endorsement" mortgage insurance program, has not received any notice of any condemnation actions or is an FHA sponsored lender with underwriting performed by Xxx. With respect to any VA Loan submitted by Seller, Seller is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage loans with automatic authority. With respect to any USDA Loan submitted by Seller, Seller is an approved lender to originate USDA loansspecial assessments being contemplated.
(D) Seller is not presentlyNeither the Property nor, nor within to the five (5) year period preceding best of Seller's knowledge, any real estate in the date of this Agreement has been, subject to any administrative actions and/or sanctions imposed by HUD, FHA, VA or USDA.
(E) The consummation vicinity of the transactions contemplated by this Agreement are Property is in the ordinary course of business of Seller and will not result in: (a) a breach of any term or provision of the charter or bylaws of Seller; (b) a breach of any term or provision of, conflict with, or constitute a default under any agreement to which Seller or its property is subject; or (C) a violation of any federal, state, local or administrative agency ordinance, law, rule, regulation, order, judgment order or decree requirement relating to which Seller environmental conditions or its property is subject.
Hazardous Materials (F) No representation, warranty or written statement made by Seller in this Agreement or in connection with the transactions contemplated herein, nor any application, documentation, schedule, exhibit, statement, or certificate furnished to Arc by Seller contains any untrue statement of material fact or omits any material fact which could render such statement misleading.
(G) Seller acknowledges that in the event an automated underwriting system is used to underwrite any Loan sold to Arc, Seller is fully trained in the use of such automated system and followed all appropriate procedures when using such system.
(H) Seller is, and at all times shall remain, in compliance with it is obligations under the Arc Correspondent Seller's Guide, including those related to eligibility to conduct business with Arc Home.
(I) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement"Environmental Laws"). The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage Loan with any intent to hinder, delay or defraud any of the Seller's creditors.
(J) There has been no Material Adverse Change in the business, operations, financial condition or assets of the Seller since the date of the Seller’s most recent financial statements.
(K) The Seller has complied with all anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program in compliance with the Anti- Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
(L) Neither the Seller nor, to the best of Seller’s 's knowledge, anyone acting on its behalf any third party, has offeredused, transferredmanufactured, pledgedgenerated, sold treated, stored, disposed of, or otherwise disposed released any Hazardous Materials on, under or about the Property or real estate in the vicinity of the Property or transported any Hazardous Materials over the Property in violation of any Mortgage LoansEnvironmental Laws. Neither Seller, nor to the best of Seller's knowledge any interest in third party has installed, used or removed any Mortgage Loans storage tank on, from or any other similar security to or taken any other action, which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto.
(M) The Seller is a member of MERS in good standing, and will comply with the rules and procedures of MERS in connection with the servicing Property and there are no storage tanks or xxxxx (whether existing or abandoned) located on, under or about the Property. The Property does not consist of any building materials that contain Hazardous Materials. For the MERS Designated Mortgage Loans for so long as such Mortgage Loans are registered with MERSpurposes hereof, "Hazardous Materials" shall mean any material or substance that is now or hereafter prohibited or regulated by any statute, law, rule, regulation or ordinance or that is now or hereafter designated by any governmental authority to be radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment, including, without limitation, asbestos, asbestos containing material, urea formaldehyde and urea formaldehyde containing material.
(NE) Seller has received no notice of any encroachments either from adjacent lands onto the Property or from the Property onto adjacent lands.
(F) All of the Property consists of legally subdivided parcels which may be transferred.
(G) As of the Closing, there will be no outstanding written or oral contracts or obligations in connection with the Property which will be binding on Purchaser after the Closing.
(H) The Seller has the necessary employees, financial wherewithal, information technology, risk and compliance resources and expertise to allow it to, and is otherwise able to adequately plan and execute the servicing transfer of a Mortgage Loan in accordance with the CFPB's requirements. Seller Property is in compliance with current building and zoning codes.
(I) Seller has not filed nor been the requirements set forth in CFPB’s Bulletin 2014-01 “Compliance Bulletin and Policy Guidance: Mortgage Services Transfers” (August 19, 2014)..subject of any filing of a petition under the Federal Bankruptcy Law or any federal or state insolvency laws or laws for composition of indebtedness or for the reorganization of debtors.
Appears in 1 contract
Samples: Purchase Agreement (Usa Real Estate Investment Trust /Ca)
Representations and Warranties Regarding Seller. After diligent investigation and inquiry, and notwithstanding any assignment without recourse, Seller hereby represents and warrants to Arc that Purchaser as of the Closing Date the following. 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 Arc for purchase.Date:
(Aa) Seller is duly organized, validly existing, existing and in good standing under the laws of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of its organization each Mortgage Loan and the servicing of the Mortgage Loan in accordance with the terms of this Agreement. Seller has all qualifications, registrations, and licenses, and permits licenses necessary to carry on its business in each state in which Seller originates or purchases Loans. Seller agrees to provide Arc with copies of all applicable licenses, permits, exemptions or approvals upon request. No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation. as now being conducted;
(b) Seller has all requisite power and authority to executeexecute and deliver this Agreement and to perform in accordance herewith; the execution, deliver delivery and perform performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement. All ) by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of Seller, subject to applicable law; and all requisite corporate action has been taken by Seller to make this Agreement valid and binding upon Seller in accordance with its terms.;
(Bc) No approval of the transactions contemplated by this Agreement from any federal or state regulatory authority having jurisdiction over Seller is requiredrequired or, or if required, such approval has been or will, prior to the related Closing Date, be obtained. There is no claim, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Seller's business or the performance of its obligations under this Agreement and Seller 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 Seller, Seller is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by Xxx. With respect to any VA Loan submitted by Seller, Seller is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage loans with automatic authority. With respect to any USDA Loan submitted by Seller, Seller is an approved lender to originate USDA loans.
(D) Seller is not presently, nor within the five (5) year period preceding the date of this Agreement has been, subject to any administrative actions and/or sanctions imposed by HUD, FHA, VA or USDA.
(Ed) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Seller and will not result in: (a) a in the breach of any term or provision of the charter or bylaws by-laws of Seller; (b) a Seller or result in the breach of any term or provision of, or conflict with, with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which Seller or its property is subject; , or (C) a result in the violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject.;
(Fe) No representationThe transfer, warranty or written statement made assignment and conveyance of the Mortgage Notes and the Mortgage Loans by Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;
(f) There is no action, suit, proceeding or investigation pending or, to the best knowledge of Seller, threatened against Seller which, either individually or in the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets of Seller, or in any material impairment of the right or ability of Seller to carry on its business substantially as now conducted or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the transactions obligations of Seller contemplated herein, nor any application, documentation, schedule, exhibit, statement, or certificate furnished which would materially impair the ability of Seller to Arc by Seller contains any untrue statement perform under the terms of material fact or omits any material fact which could render such statement misleading.this Agreement;
(Gg) Seller acknowledges that in the event an automated underwriting system is used to underwrite any Loan sold to Arc, Seller is fully trained in the use of such automated system and followed all appropriate procedures when using such system.
(H) Seller is, and at all times shall remain, in compliance with it is obligations under the Arc Correspondent Seller's Guide, including those related to eligibility to conduct business with Arc Home.
(I) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and will not be rendered insolvent by the consummation sale of the transactions contemplated hereby. The Seller Mortgage Loans is not transferring any Mortgage Loan with any intent undertaken to hinder, delay or defraud any of the Seller's creditors.;
(Jh) There The Seller is an approved seller/servicer of conventional residential mortgage loans for Fxxxxx Mae or Fxxxxxx Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Seller is in good standing to sell mortgage loans to and service mortgage loans for Fxxxxx Mae or Fxxxxxx Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with Fxxxxx Mae or Fxxxxxx Mac eligibility requirements or which would require notification to either Fxxxxx Mae or Fxxxxxx Mac;
(i) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of or compliance by the Seller with this Agreement or the sale of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement, or if required, such approval has been no Material Adverse Change obtained prior to the related Closing Date;
(j) The Mortgage Loans were selected from among the fixed rate one- to four-family mortgage loans in the business, operations, financial condition or assets Seller's portfolio at the related Closing Date as to which the representations and warranties set forth in Section 6.01 could be made and such selection was not made in a manner so as to affect adversely the interests of the Seller since the date of the Seller’s most recent financial statements.Purchaser;
(Kk) Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading;
(l) The Seller has complied with all anti-money laundering laws and regulations, including without limitation determined that the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program in compliance with the Anti- Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
(L) Neither the Seller nor, to the best of Seller’s knowledge, anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to or taken any other action, which would constitute a distribution disposition of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto.to this Agreement will be afforded sale treatment for accounting and tax purposes;
(Mm) The Seller is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Designated Mortgage Loans for so as long as such Mortgage Loans are registered with MERS.;
(Nn) There has been no change in the business, operations, financial condition, properties or assets of the Seller since the date of the Seller's most recent financial statements that would have a material adverse effect on its ability to perform its obligations under this Agreement;
(o) The Seller has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the necessary employees, financial wherewithal, information technology, risk and compliance resources and expertise sale of the Mortgage Loans;
(p) The Seller's decision to allow it tooriginate any mortgage loan or to deny any mortgage loan application is an independent decision based upon Seller's Underwriting Guidelines, and is otherwise able in no way made as a result of Purchaser's decision to adequately plan purchase, or not to purchase, or the price Purchaser may offer to pay for, any such mortgage loan, if originated; and
(q) The Seller acknowledges and execute agrees that the Servicing Fee, as calculated at the Servicing Fee Rate, represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by the Seller, for accounting and tax purposes, as compensation for the servicing transfer and administration of a the Mortgage Loan in accordance with the CFPB's requirements. Seller is in compliance with the requirements set forth in CFPB’s Bulletin 2014-01 “Compliance Bulletin and Policy Guidance: Mortgage Services Transfers” (August 19, 2014)..Loans pursuant to this Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust)
Representations and Warranties Regarding Seller. After diligent investigation and inquiry, and notwithstanding any assignment without recourse, Seller represents and warrants to Arc that as of the Closing Date the following. Each of the representations and warranties contained in this Sectionfollows:
4.1 is true and correct upon the execution of this Agreement and upon delivery of any Loan to Arc for purchase.
(A) A. Seller 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 Seller originates or purchases Loans. Seller agrees to provide Arc with copies of all applicable licenses, permits, exemptions or approvals upon request. No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation. Seller has all requisite power and authority to execute, deliver and perform this Agreement. All requisite action has been taken by Seller to make this Agreement valid and binding upon Seller in accordance with its terms.
(B) B. No approval of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over Seller is required, or if required, such approval has been obtained. There is no claim, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Seller's business or the performance of its obligations under this Agreement and Seller has no knowledge of any circumstances indicating that any such suit, investigation or proceeding is likely or imminent.
(C) C. With respect to any FHA Loan submitted by Seller, Seller is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by XxxArc. With respect to any VA Loan submitted by Seller, Seller is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage loans with automatic authority. With respect to any USDA Loan submitted by Seller, Seller is an approved lender to originate USDA loans.
(D) D. Seller is not presently, nor within the five (5) year period preceding the date of this Agreement has been, subject to any administrative actions and/or sanctions imposed by HUD, FHA, VA or USDA.
(E) E. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Seller and will not result in: (a) a breach of any term or provision of the charter or bylaws of Seller; (b) a breach of any term or provision of, conflict with, or constitute a default under any agreement to which Seller or its property is subject; or (C) a violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject.
(F) F. No representation, warranty or written statement made by Seller in this Agreement or in connection with the transactions contemplated hereinAgreement, nor any application, documentation, schedule, exhibit, statement, or certificate furnished to Arc by Seller contains any untrue statement of material fact or omits any material fact which could render such statement misleading.
(G) G. Seller acknowledges that in the event an automated underwriting system is used to underwrite any Loan sold to Arc, Seller is fully trained in the use of such automated system and followed all appropriate procedures when using such system.
(H) H. Seller is, and at all times shall remain, in compliance with it is obligations under the Arc Correspondent Seller's GuideGuides, including those related to eligibility to conduct business with Arc Home.
(I) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each I. Each of the representations and every covenant warranties contained in this Agreement. Section 4.1 is true and correct upon the execution of this Agreement and upon delivery of any Loan to Arc for purchase.
J. The Seller is solvent and sale of the Loans will not be rendered cause Seller to become insolvent by and the consummation sale of the transactions contemplated hereby. The Seller Loans is not transferring any Mortgage Loan undertaken with any the intent to hinder, delay or defraud any of the Seller's ’s creditors.
(J) There has been no Material Adverse Change in the business, operations, financial condition or assets of the Seller since the date of the Seller’s most recent financial statements.
(K) The Seller has complied with all anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program in compliance with the Anti- Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
(L) Neither the Seller nor, to the best of Seller’s knowledge, anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to or taken any other action, which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto.
(M) The Seller is a member of MERS in good standing, and will comply with the rules and procedures of MERS in connection with the servicing of the MERS Designated Mortgage Loans for so long as such Mortgage Loans are registered with MERS.
(N) The Seller has the necessary employees, financial wherewithal, information technology, risk and compliance resources and expertise to allow it to, and is otherwise able to adequately plan and execute the servicing transfer of a Mortgage Loan in accordance with the CFPB's requirements. Seller is in compliance with the requirements set forth in CFPB’s Bulletin 2014-01 “Compliance Bulletin and Policy Guidance: Mortgage Services Transfers” (August 19, 2014)..
Appears in 1 contract
Samples: Loan Purchase and Sale Agreement
Representations and Warranties Regarding Seller. After diligent investigation and inquiry, and notwithstanding any assignment without recourse, Seller represents and warrants to Arc that Home as of the Closing Date the following. Each of the representations and warranties contained in this Sectionfollows:
4.1 is true and correct upon the execution of this Agreement and upon delivery of any Loan to Arc for purchase.
(A) A. Seller 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 Seller originates or purchases Loans. Seller agrees to provide Arc Home with copies of all applicable licenses, permits, exemptions or approvals upon request. No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation. Seller has all requisite power and authority to execute, deliver and perform this Agreement. All requisite action has been taken by Seller to make this Agreement valid and binding upon Seller in accordance with its terms.
(B) B. No approval of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over Seller is required, or if required, such approval has been obtained. There is no claim, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Seller's business or the performance of its obligations under this Agreement and Seller has no knowledge of any circumstances indicating that any such suit, investigation or proceeding is likely or imminent.
(C) C. With respect to any FHA Loan submitted by Seller, Seller is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by XxxArc Home. With respect to any VA Loan submitted by Seller, Seller is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage loans with automatic authority. With respect to any USDA Loan submitted by Seller, Seller is an approved lender to originate USDA loans.
(D) D. Seller is not presently, nor within the five (5) year period preceding the date of this Agreement has been, subject to any administrative actions and/or sanctions imposed by HUD, FHA, VA or USDAFHA and/or VA.
(E) E. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Seller and will not result in: (a) a breach of any term or provision of the charter or bylaws of Seller; (b) a breach of any term or provision of, conflict with, or constitute a default under any agreement to which Seller or its property is subject; or (C) a violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject.
(F) F. No representation, warranty or written statement made by Seller in this Agreement or in connection with the transactions contemplated hereinAgreement, nor any application, documentation, schedule, exhibit, statement, or certificate furnished to Arc ArcHome by Seller contains any untrue statement of material fact or omits any material fact which could render such statement misleading.
(G) G. Seller acknowledges that in the event an automated underwriting system is used to underwrite any Loan sold to ArcArcHome, Seller is fully trained in the use of such automated system and followed all appropriate procedures when using such system.
(H) Seller is, H. Each of the representations and at all times shall remain, in compliance with it is obligations under the Arc Correspondent Seller's Guide, including those related to eligibility to conduct business with Arc Home.
(I) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant warranties contained in this Agreement. Section 4.1 is true and correct upon the execution of this Agreement and upon delivery of any Loan to ArcHome for purchase.
I. The Seller is solvent and sale of the Loans will not be rendered cause Seller to become insolvent by and the consummation sale of the transactions contemplated hereby. The Seller Loans is not transferring any Mortgage Loan undertaken with any the intent to hinder, delay or defraud any of the Seller's ’s creditors.
(J) There has been no Material Adverse Change in the business, operations, financial condition or assets of the Seller since the date of the Seller’s most recent financial statements.
(K) The Seller has complied with all anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program in compliance with the Anti- Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
(L) Neither the Seller nor, to the best of Seller’s knowledge, anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to or taken any other action, which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto.
(M) The Seller is a member of MERS in good standing, and will comply with the rules and procedures of MERS in connection with the servicing of the MERS Designated Mortgage Loans for so long as such Mortgage Loans are registered with MERS.
(N) The Seller has the necessary employees, financial wherewithal, information technology, risk and compliance resources and expertise to allow it to, and is otherwise able to adequately plan and execute the servicing transfer of a Mortgage Loan in accordance with the CFPB's requirements. Seller is in compliance with the requirements set forth in CFPB’s Bulletin 2014-01 “Compliance Bulletin and Policy Guidance: Mortgage Services Transfers” (August 19, 2014)..
Appears in 1 contract
Samples: Correspondent Seller Loan Purchase and Sale Agreement
Representations and Warranties Regarding Seller. After diligent investigation and inquiry, and notwithstanding any assignment without recourse, Each Seller hereby represents and warrants to Arc that Purchaser, with respect to itself, as of the Closing Date the following. 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 Arc for purchase.follows:
(Ai) Such Seller is a limited liability company duly organizedformed, validly existing, existing and in good standing under the laws Laws of the state State of its organization Delaware and has all qualificationsrequisite power and authority to own, registrationslease and operate its properties and assets where now owned, leased or operated and licenses, and permits necessary to carry on its business as presently conducted. Such Seller is duly qualified or licensed to do business and is in good standing as a foreign limited liability or foreign corporation in each state jurisdiction in which Seller originates it is required to be so qualified or purchases Loans. Seller agrees licensed to provide Arc with copies of all applicable licenses, permits, exemptions or approvals upon request. No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation. operate its business.
(ii) Such Seller has all requisite limited liability company power and authority to execute, deliver and perform this AgreementAgreement and to consummate the transactions contemplated hereby. All requisite action The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby has been taken duly authorized by all necessary action on the part of such Seller.
(iii) This Agreement has been duly executed and delivered by such Seller to make and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes a legal, valid and binding upon obligation of such Seller, enforceable against such Seller in accordance with its respective terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.
(Biv) No approval The execution and delivery by such Seller of this Agreement and the consummation and performance of the transactions contemplated by this Agreement from any regulatory authority having jurisdiction over Seller is required, or if required, such approval has been obtained. There is no claim, litigation, investigation or proceeding pending or threatened against or otherwise materially adversely affecting Seller's business or the performance of its obligations under this Agreement and Seller 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 Seller, Seller is approved by FHA to participate in its "direct endorsement" mortgage insurance program, or is an FHA sponsored lender with underwriting performed by Xxx. With respect to any VA Loan submitted by Seller, Seller is either approved to originate and submit Loans to VA for VA approval, or to underwrite mortgage loans with automatic authority. With respect to any USDA Loan submitted by Seller, Seller is an approved lender to originate USDA loans.
(D) Seller is hereby do not presently, nor within the five (5) year period preceding the date of this Agreement has been, subject to any administrative actions and/or sanctions imposed by HUD, FHA, VA or USDA.
(E) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Seller and will not result in: (aA) a breach of conflict with or violate any term or provision of the charter or bylaws organizational/governing documents of such Seller; , (bB) a breach of any term or provision of, conflict with, or result in the breach of, or constitute a default under under, or give rise to a right of termination, cancellation or acceleration (with or without notice or the lapse of time, or both) of any right or obligation of such Seller under, or result in the creation of any lien, claim or encumbrance upon any of the assets of such Seller under, or result in, with or without notice or lapse of time, or both, any of the foregoing under, any contract, agreement or arrangement to which such Seller is a party or its property is subject; otherwise bound, or (C) violate or result in a violation breach of or constitute a default under, any law, rule, regulation, order, judgment Law or decree Order applicable to which such Seller or by which such Seller or any of its property is subjectassets or properties are bound or affected.
(Fv) No representationconsent, warranty authorization or written statement approval is required to be obtained by such Seller from, and no notice or filing is required to be given by such Seller to, or made by such Seller with, any Governmental Authority or other Person in connection with the execution, delivery and performance by such Seller of this Agreement Agreement.
(vi) Such Seller has at all times operated its business in material compliance with all applicable Laws, Permits and Orders and has not received any notice from any Governmental Authority or other Person alleging that such Seller or any of its directors, officers or employees, is not in compliance with or has violated any Law, Permit or Order.
(vii) Such Seller has all Permits required to operate its business, including to originate, acquire, own, hold, sell and transfer the Eligible Contracts in accordance with the terms of this Agreement. All such Permits are in full force and effect.
(viii) There is no pending or, to such Seller’s knowledge, threatened action, suit or proceeding, against or affecting such Seller or the assets or properties of such Seller, in any court or tribunal, or before any arbitrator of any kind or before or by any Governmental Authority (A) asserting the invalidity of this Agreement, (B) seeking to prevent the sale and assignment of any Eligible Contract or other Contract Assets or the consummation of any of the transactions contemplated hereby, (C) seeking any determination or ruling that might adversely affect (1) the performance by such Seller of this Agreement, or (2) the validity or enforceability of this Agreement.
(ix) No investment banker, broker, finder or other intermediary (A) has been retained by, (B) is authorized to act on behalf of or (C) is entitled to any fee or commission from such Seller in connection with the transactions contemplated herein, nor any application, documentation, schedule, exhibit, statement, or certificate furnished to Arc by Seller contains any untrue statement of material fact or omits any material fact which could render such statement misleading.
(G) Seller acknowledges that in the event an automated underwriting system is used to underwrite any Loan sold to Arc, Seller is fully trained in the use of such automated system and followed all appropriate procedures when using such system.
(H) Seller is, and at all times shall remain, in compliance with it is obligations under the Arc Correspondent Seller's Guide, including those related to eligibility to conduct business with Arc Home.
(I) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage Loan with any intent to hinder, delay or defraud any of the Seller's creditors.
(J) There has been no Material Adverse Change in the business, operations, financial condition or assets of the Seller since the date of the Seller’s most recent financial statements.
(K) The Seller has complied with all anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program in compliance with the Anti- Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
(L) Neither the Seller nor, to the best of Seller’s knowledge, anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to or taken any other action, which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto.
(M) The Seller is a member of MERS in good standing, and will comply with the rules and procedures of MERS in connection with the servicing of the MERS Designated Mortgage Loans for so long as such Mortgage Loans are registered with MERS.
(N) The Seller has the necessary employees, financial wherewithal, information technology, risk and compliance resources and expertise to allow it to, and is otherwise able to adequately plan and execute the servicing transfer of a Mortgage Loan in accordance with the CFPB's requirements. Seller is in compliance with the requirements set forth in CFPB’s Bulletin 2014-01 “Compliance Bulletin and Policy Guidance: Mortgage Services Transfers” (August 19, 2014)..
Appears in 1 contract
Samples: Forward Flow Purchase Agreement (Flagship Credit Corp.)
