Common use of Representations of Mortgage Lender Clause in Contracts

Representations of Mortgage Lender. Each Mortgage Lender represents and warrants to, and covenants with DCHFA that, as of the date of execution of this Program Agreement, and at all times that it is originating or attempting to originate mortgage loans under a Program: (a) The Mortgage Lender is duly organized, validly existing and in good standing under the laws governing its creation and existence and is duly authorized and qualified to transact in the District any and all business contemplated hereby, possesses all requisite authority, power, licenses, permits and franchises to conduct its business and to execute, deliver and comply with obligations under the terms hereof, and has duly authorized the execution and delivery hereof by all necessary action; (b) The Mortgage Lender is in compliance with all other applicable District and federal laws, rules and regulations governing the business of the Mortgage Lender and the making of loans for residential housing; (c) The Mortgage Lender is not a party to or bound by any existing agreement or instrument or subject to any existing charter or other corporate restriction or any existing judgment, order, writ, injunction, decree, law, rule, or regulation which now or in the future may materially and adversely affect the ability of the Mortgage Lender to perform its obligations under this Program Agreement; (d) This Program Agreement has been duly authorized, executed, and delivered on behalf of the Mortgage Lender and constitutes the valid and binding obligation of the Mortgage Lender enforceable against it in accordance with its respective terms, subject to any applicable bankruptcy, insolvency, reorganization, or similar laws affecting the enforcement of creditors' rights generally; (e) No parent entity, subsidiary, or affiliate of the Mortgage Lender is participating as a Mortgage Lender for a Program except as and to the extent approved in writing by DCHFA; (f) The execution and delivery of this Program Agreement by Mortgage Lender and compliance with the terms hereof by it does not: (i) violate the instruments creating Mortgage Lender or governing its operations or any laws to which the Mortgage Lender is subject; (ii) constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under any agreement to which Mortgage Lender is a party or which may be applicable to Mortgage Lender or any of its assets; or (iii) require the consent or approval of any governmental authority not heretofore obtained; (g) Mortgage Lender will, during the term of this Program Agreement, remain subject to supervision and examination by District or federal authorities, as may be applicable, and will remain in good standing and qualified to do business under the laws of the United States of America, the state of its organization and of the District and will not dissolve or otherwise dispose of all or substantially all of its assets; (h) Mortgage Lender shall not, without the giving of prior written notice to DCHFA, consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into, or sell or otherwise transfer to another such entity all or substantially all of its assets as an entity and thereafter dissolve; provided, however, the surviving, resulting or transfer entity, as the case may be, shall be subject to the supervision and examination of the District or federal authorities, as may be applicable, and shall assume in writing all of the obligations, representations and warranties of Mortgage Lender hereunder (in the case of a sale of all or substantially all of Mortgage Lender's assets, DCHFA shall release Mortgage Lender in writing, concurrently with and contingent upon such assumption, from, all liability hereunder); (i) This Program Agreement, and all documents and instruments contemplated hereby, which are executed and delivered by the Mortgage Lender, will constitute valid, legal and binding obligations of the Mortgage Lender, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws. (j) The Mortgage Lender shall satisfy all requirements contained in the Program Documents for any Program it participates in.

Representations of Mortgage Lender. Each Mortgage Lender represents and warrants to, and covenants with DCHFA that, as of the date of execution of this Program Agreement, and at all times that it is originating or attempting to originate mortgage loans under a Program: (a) The Mortgage Lender is duly organized, validly existing and in good standing under the laws governing its creation and existence and is duly authorized and qualified to transact in the District any and all business contemplated hereby, possesses all requisite authority, power, licenses, permits and franchises to conduct its business and to execute, deliver and comply with obligations under the terms hereof, and has duly authorized the execution and delivery hereof by all necessary action; (b) The Mortgage Lender is in compliance with all other applicable District and federal laws, rules and regulations governing the business of the Mortgage Lender and the making of loans for residential housing; (c) The Mortgage Lender is not a party to or bound by any existing agreement or instrument or subject to any existing charter or other corporate restriction or any existing judgment, order, writ, injunction, decree, law, rule, or regulation which now or in the future may materially and adversely affect the ability of the Mortgage Lender to perform its obligations under this Program Agreement; (d) This Program Agreement has been duly authorized, executed, and delivered on behalf of the Mortgage Lender and constitutes the valid and binding obligation of the Mortgage Lender enforceable against it in accordance with its respective terms, subject to any applicable bankruptcy, insolvency, reorganization, or similar laws affecting the enforcement of creditors' rights generally; (e) No parent entity, subsidiary, or affiliate of the Mortgage Lender is participating as a Mortgage Lender for a Program except as and to the extent approved in writing by DCHFAbyDCHFA; (f) The execution and delivery of this Program Agreement by Mortgage Lender and compliance with the terms hereof by it does not: (i) violate the instruments creating Mortgage Lender or governing its operations or any laws to which the Mortgage Lender is subject; (ii) constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under any agreement to which Mortgage Lender is a party or which may be applicable to Mortgage Lender or any of its assets; or (iii) require the consent or approval of any governmental authority not heretofore obtained; (g) Mortgage Lender will, during the term of this Program Agreement, remain subject to supervision and examination by District or federal authorities, as may be applicable, and will remain in good standing and qualified to do business under the laws of the United States of America, the state of its organization and of the District and will not dissolve or otherwise dispose of all or substantially all of its assets; (h) Mortgage Lender shall not, without the giving of prior written notice to DCHFA, consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into, or sell or otherwise transfer to another such entity all or substantially all of its assets as an entity and thereafter dissolve; provided, however, the surviving, resulting or transfer entity, as the case may be, shall be subject to the supervision and examination of the District or federal authorities, as may be applicable, and shall assume in writing all of the obligations, representations and warranties of Mortgage Lender hereunder (in the case of a sale of all or substantially all of Mortgage Lender's assets, DCHFA shall release Mortgage Lender in writing, concurrently with and contingent upon such assumption, from, all liability hereunder); (i) This Program Agreement, and all documents and instruments contemplated hereby, which are executed and delivered by the Mortgage Lender, will constitute valid, legal and binding obligations of the Mortgage Lender, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws. (j) The Mortgage Lender shall satisfy all requirements contained in the Program Documents for any Program it participates in.