Common use of Representations, Warranties and Covenants of Correspondent Clause in Contracts

Representations, Warranties and Covenants of Correspondent. Correspondent represents, warrants and covenants to Ridge as follows: 1. Correspondent is, and during the term of this Agreement shall remain, duly registered and in good standing as a broker-dealer with the SEC, a member firm in good standing of the NASD, and a member in good standing of every national securities exchange and association of which it is a member. 2. Correspondent has all requisite authority in conformity with all Applicable Laws and Rules to enter into and perform this Agreement and has taken all necessary actions to authorize the execution of this Agreement and the perfor­mance of its obligations hereunder. 3. Correspondent and each of the other Correspondent Parties is, and during the term of this Agreement shall remain, in compliance with the Applicable Laws and Rules in all material respects, including, but not limited to, the registration, qualification, capital, financial reporting, customer protection, disclosure and similar requirements of the SEC, NYSE, NASD, any other securities exchange or association of which it is a member, and every state to which jurisdiction it is subject. 4. Correspondent has, and during the term of this Agreement shall maintain, net capital as required under the Applicable Laws and Rules and the amount set forth on Schedule B. Ridge may, in its sole and exclusive discretion acting in good faith, increase that amount if it determines that a higher amount is necessary and advisable for its protection; provided that Ridge notifies Correspondent in writing of any such increase including Ridge’s rationale therefore and agrees to meet with Correspondent at Correspondent’s request to resolve any disputes regarding such increase. Correspondent shall promptly notify Ridge in writing in the event that Correspondent’s net capital falls below the greater of the amount required under the Applicable Laws and Rules and the amount set forth on Schedule B. 5. All orders and instructions transmitted to Ridge by Correspondent shall be valid and shall have been duly and properly authorized. 6. There is no material action, suit, investigation or proceeding (formal or informal) pending or threatened in writing against or affecting (in a material manner) Correspondent or any of its executive officers, by or before any court or other tribunal, arbitrator, governmental agency, instrumentality or authority or any self-regulatory or clearing organization, , as to which Ridge has not been informed and provided with summaries thereof. 7. The activities of Correspondent pursuant to this Agreement do not and during the term of this Agreement shall not give rise to a prohibited transaction within the meaning of Section 406 of ERISA, and all applicable Prohibited Transaction Class Exemptions shall have been complied with. 8. Correspondent has, and during the term of this Agreement shall maintain, blanket bond insurance policies as required under NASD Rule 3020 or NYSE Rule 319, as applicable. 9. On or before the execution of this Agreement, Correspondent shall have identified in writing to Ridge each of its lines of business and any securities in which Correspondent makes a market. Correspondent shall provide Ridge with an update of any securities in which Correspondent makes a market promptly, in order to allow Ridge to update transaction confirms as necessary. 10. Correspondent shall within a reasonable time, and if not prohibited by law or any confidentiality agreement, give Ridge reasonable prior written notice of any new lines of business that materially modify the mix of business that Correspondent is engaged in on the date of this Agreement. Such notice shall be required notwithstanding that such new business or different business mix does not affect the services to be performed by Ridge under this Agreement.

Representations, Warranties and Covenants of Correspondent. Correspondent represents, warrants and covenants to Ridge as follows: 1. Correspondent is, and during the term of this Agreement shall remain, duly registered and in good standing as a broker-dealer with the SEC, a member firm in good standing of the NASD, and a member in good standing of every national securities exchange and association of which it is a member. 2. Correspondent has all requisite authority in conformity with all Applicable Laws and Rules to enter into and perform this Agreement and has taken all necessary actions to authorize the execution of this Agreement and the perfor­mance performance of its obligations hereunder. 3. Correspondent and each of the other Correspondent Parties is, and during the term of this Agreement shall remain, in full compliance with the Applicable Laws and Rules in all material respectsRules, including, but not limited to, the registration, qualification, capital, financial reporting, customer protection, disclosure and similar requirements of the SEC, NYSE, NASD, any other securities exchange or association of which it is a member, and every state to which jurisdiction it is subject. 4. Correspondent has, and during the term of this Agreement shall maintain, excess net capital as in an amount that is the greater of the amount required under the Applicable Laws Law and Rules and the amount set forth on Schedule B. Ridge may, in its sole and exclusive discretion acting in good faithdiscretion, increase that amount if it determines that a higher amount is necessary and advisable for its protection; provided that Ridge notifies Correspondent in writing of any such increase including Ridge’s rationale therefore and agrees to meet with Correspondent at Correspondent’s request to resolve any disputes regarding such increase. Correspondent shall promptly immediately notify Ridge in writing in the event that Correspondent’s excess net capital falls below the greater of the amount required under the Applicable Laws and Rules and the amount set forth on Schedule B. 5. All orders and instructions transmitted to Ridge by Correspondent shall be valid and shall have been duly and properly authorized. 6. There is no material action, suit, investigation investigation, inquiry or proceeding (formal or informal) pending or threatened in writing against or affecting (in a material manner) Correspondent or any of its executive officersthe other Correspondent Parties, by or before any court or other tribunal, arbitrator, governmental agency, instrumentality or authority or any self-regulatory or clearing organization, , as to which Ridge has not been informed and provided with summaries thereofcopies of all relevant documents. 7. The activities of Correspondent pursuant to this Agreement do not and during the term of this Agreement shall not give rise to a prohibited transaction within the meaning of Section 406 of ERISA, and all applicable Prohibited Transaction Class Exemptions shall have been complied with. 8. Correspondent has, and during the term of this Agreement shall maintain, blanket bond insurance policies satisfactory to Ridge covering any and all acts, errors, and omissions of any of the Correspondent Parties and adequate fully to protect and indemnify Ridge against any loss, liability, damage, claim, cost or expense (including, but not limited to, attorneys’ fees and expenses) which Ridge may suffer or incur directly or indirectly as a result of any such act, error, or omission. Coverage to be maintained under such policies shall be in an amount that is the greater of the amount required under NASD Rule 3020 or NYSE Rule 319, as applicable, and an amount specified in writing by Ridge to Correspondent, and shall remain in effect during the term of this Agreement and include coverage for any claims discovered or made within at least ninety (90) calendar days following the termination of this Agreement. Ridge shall be expressly named as the beneficiary of the errors and omissions policy required to be maintained by Correspondent pursuant hereto. 9. On or before the execution of this Agreement, Correspondent shall have identified in writing to Ridge each of its lines of business and any securities in which Correspondent makes a market. Correspondent shall provide give Ridge reasonable prior written notice of proposed material changes in its market-making activities; provided, however, that with an update of any respect to changes in the securities in which Correspondent makes proposes to act as a market promptlymaker, in order Correspondent shall endeavor to allow Ridge give such notice prior to update transaction confirms as necessarythe change only if and to the extent practical. 10. Correspondent shall within a reasonable time, and if not prohibited by law or any confidentiality agreement, give Ridge reasonable at least thirty (30) business days’ prior written notice of any new lines of business that materially modify the mix of business that Correspondent is engaged in on the date of this Agreement. Such notice shall be required notwithstanding that such new business or different business mix does not affect the services to be performed by Ridge under this Agreement. In connection with any such new business or different business mix, Ridge will have the right, in its sole and exclusive discretion, to request additional assurances from Correspondent, to require Correspondent to increase the amount of its Security Deposit, or to terminate this Agreement.

Representations, Warranties and Covenants of Correspondent. Correspondent represents, warrants and covenants to Ridge Clearing Broker as follows: 1. Correspondent is, is and during the term of this Agreement shall remain, be duly registered and in good standing as a broker-dealer with the SEC, a member firm in good standing of the NASD, and a member in good standing of every national securities exchange and association where such membership is required in light of which it is a memberCorrespondent's activities. 2. Correspondent has all requisite authority in conformity with all Applicable Laws and Rules to enter into and perform this Agreement and has taken all necessary actions to authorize the execution of this Agreement and the perfor­mance performance of its obligations hereunder. 3. Correspondent and each of the other Correspondent Parties is, is and during the term of this Agreement shall remain, remain in ful1 compliance with the Applicable Laws and Rules in all material respectsRules, including, including but not limited to, to the registration, qualification, net capital, financial reporting, customer protection, disclosure and similar requirements of the SEC, NYSE, the NASD, any other securities exchange or association of which it is a member, and every state to which jurisdiction it is subject. 4. Correspondent has, has and during the term of this Agreement shall maintain, maintain excess net capital as required under the Applicable Laws and Rules and the in an amount set forth on Schedule B. Ridge may, in its sole and exclusive discretion acting in good faith, increase that amount if it determines that a higher amount is necessary and advisable for its protection; provided that Ridge notifies Correspondent in writing of any such increase including Ridge’s rationale therefore and agrees to meet with Correspondent at Correspondent’s request to resolve any disputes regarding such increase. Correspondent shall promptly notify Ridge in writing in the event that Correspondent’s net capital falls below the greater of 120% of the amount required under the Applicable Law and Rules, or an amount specified in writing by Clearing Broker to Correspondent. Correspondent shall give prompt written notice to Clearing Broker in the event that Correspondent's excess net capital falls below 135% of the amount required under the Laws and Rules and the amount set forth on Schedule B.Rules. 5. All orders and instructions transmitted to Ridge Clearing Broker by Correspondent shall be valid and shall have been duly and properly authorized. 6. There is no material action, suit, investigation investigation, inquiry or proceeding (formal or informal) pending or threatened in writing to the best knowledge of Correspondent any material action, suit, investigation, inquiry or proceeding, threatened, against or affecting (in a material manner) Correspondent or any of its executive officersthe other Correspondent Parties, by or before any court or other tribunal, arbitrator, governmental agency, instrumentality or authority or any self-regulatory or clearing organization, , as to which Ridge Clearing Broker has not been informed and provided with summaries thereofcopies of relevant documents. In the event any such action, suit, investigation, inquiry or proceeding is initiated or threatened at any time during the term of this Agreement, Correspondent shall promptly notify Clearing Broker in writing and provide it with copies of all relevant documents related thereto. 7. The activities of Correspondent pursuant to this Agreement services provided by Clearing Broker do not and during the term of this Agreement shall not give rise to a prohibited transaction within the meaning of Section 406 of ERISA, and all applicable Prohibited Transaction Class Exemptions (as defined thereunder), shall have been complied with. 8. Correspondent has, has and during the term of this Agreement shall maintain, maintain blanket bond insurance policies satisfactory to Clearing Broker covering any and all acts, errors and omissions of any of the Correspondent Parties and adequate to fully protect and indemnify Clearing Broker against any loss, liability, damage, claim, cost or expense (including but not limited to attorneys' fees) which Clearing Broker may suffer or incur directly or indirectly as a result of any such act, error or omission. Coverage to be maintained under such policies shall be in an amount that is the greater of the amount required under NASD Rule 3020 3020, or NYSE Rule 319an amount specified in writing by Clearing Broker to Correspondent, and shall remain in effect during the term of this Agreement' and include coverage for any claims discovered or made within at least ninety (90) calendar days following the termination of this Agreement. Clearing Broker shall be expressly named as applicablethe beneficiary of the errors and omissions policy required to be maintained by Correspondent pursuant hereto. 9. On or before the execution of this Agreement, Correspondent shall have identified in writing to Ridge Clearing Broker each of its lines of business and any securities in which Correspondent makes a market. Correspondent shall provide Ridge with an update give Clearing Broker at least ten (10) business days' prior written notice of any proposed changes in its market-making activities, including but not limited to any changes in the identity of securities in which Correspondent makes it proposes to act as a market promptlymaker. Clearing Broker shall have the absolute right, in order its sole discretion, to allow Ridge limit or prohibit Correspondent's market-making activities with respect to update transaction confirms as necessaryany security. 10. Correspondent shall within a reasonable time, and if not prohibited by law or any confidentiality agreement, give Ridge reasonable Clearing Broker at least ten (10) business days' prior written notice of any new lines of business that materially modify the mix of business that Correspondent is engaged in on as of the date of this Agreement. Such notice shall be required notwithstanding that such new business or different business mix does not affect the services to be performed by Ridge Clearing Broker under this Agreement. In connection with any such new business or different business mix, Clearing Broker shall have the absolute right, in its sole discretion, to request additional assurances from Correspondent, to require Correspondent to increase the amount of its Security Deposit or to terminate this Agreement.

Representations, Warranties and Covenants of Correspondent. SECTION 3.1 Covenants of Correspondent A. Correspondent representsagrees and certifies that, warrants with regard to the Correspondent’s activities in general and covenants to Ridge as follows: 1. Correspondent iseach and every loan in particular, and during the term of this Agreement that it shall remain, duly registered and in good standing as a broker-dealer with the SEC, a member firm in good standing of the NASD, and a member in good standing of every national securities exchange and association of which it is a member. 2. Correspondent has all requisite authority in conformity comply with all Applicable Laws applicable State and Rules to enter into Federal laws, rules and perform this Agreement and has taken all necessary actions to authorize the execution of this Agreement and the perfor­mance of its obligations hereunder. 3. Correspondent and each of the other Correspondent Parties is, and during the term of this Agreement shall remain, in compliance with the Applicable Laws and Rules in all material respectsregulations, including, but not limited to, the registrationfollowing laws and the related regulations: the Truth in Lending Act; the Fair Credit Reporting Act; the Flood Disaster Protection Act; the Real Estate Settlement Procedures Act; the Equal Credit Opportunity Act; the Fair Housing Act; the Patriot Act; the Safe Act and the Home Mortgage Disclosure Act, qualificationall as are or may be amended from time to time. The amendments would be inclusive of any changes made in association with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, capitalas well as, financial reportingthe interpretation of said laws, customer protectionrules and regulations as dictated by the CFPB, any GSE or other industry regulators. B. Correspondent shall timely deliver to each applicant a completed Regulation Z statement, good faith estimate of closing costs, federally mandated fixed rate, or adjustable rate mortgage disclosure and similar HUD booklets. Correspondent shall be responsible for compliance with aggregate accounting requirements relating to escrow account statements and escrow accounting procedures mandated by RESPA. Correspondent shall also be responsible for compliance with ECOA concerning notification of adverse action to an applicant whose Mortgage Loan AFR does not accept (AFR may, at its option, deliver notice of adverse action to Correspondent for further delivery to applicant). Correspondent shall comply with Regulation Z concerning return of all monies paid by the SECapplicant to Correspondent should the applicant rescind and Correspondent shall not seek reimbursement from AFR for such refund. X. Xxxxxxxxxxxxx shall deliver evidence, NYSEin a form satisfactory to AFR, NASDof such compliance, including but not limited to, copies of any other securities exchange notice or association of which it is a memberdisclosure form furnished to an applicant, including but not limited to, items listed in Section 3.1 (A) X. Xxxxxxxxxxxxx utilizes and shall utilize only licensed real estate appraisers that meet the requirements set forth by AFR, and every state whose approval and appointment is in compliance with the regulations and standards contained in the Financial Institutions Reform Recovery and Enforcement Act or, in the case of FHA, VA, USDA loans by appraisers approved by FHA, VA, or USDA, respectively. Furthermore, the Correspondent agrees to which jurisdiction it is subjectensure all appraisals are processed in accordance with AIR standards, as stipulated by the industry’s regulating agencies. 4E. At all times during the term of this Agreement, the Correspondent shall maintain a complete set of files and records of all business activities and operations. Records shall be maintained in a neat, orderly and organized manner for a period of not less than twenty-five (25) months from and after the date of termination or expiration of this Agreement, the records must be maintained in a reasonably accessible location. Alternatively, Correspondent has, may deliver to AFR all such files and records. At all times during the term of this Agreement and at all times during the twenty-five (25) month period following expiration or termination of this Agreement, AFR, its public offering (such as rating agencies) and federal and state regulatory agencies reserve the right to examine, audit, inspect and copy any of the foregoing records, reports, files and related materials of Correspondent. The Correspondent shall maintain, net capital as required under the Applicable Laws cooperate and Rules and the amount set forth on Schedule B. Ridge may, assist in its sole and exclusive discretion acting in good faith, increase that amount if it determines that a higher amount is necessary and advisable for its protection; provided that Ridge notifies Correspondent in writing of any such increase including Ridge’s rationale therefore and agrees to meet with Correspondent audit or inspection. These requests will be made at a reasonable time frame during the normal business hours. F. Within one hundred twenty (120) days following the end of each fiscal year of Correspondent, and/or at the request of AFR’s request to resolve any disputes regarding re-certify, Correspondent shall deliver to American Financial Resources, Inc. financial statements of Correspondent covering such increasefiscal period including a balance sheet as of the end of such fiscal year, and income statement for such fiscal year, and related statements of changes in comparative form, figures for the previous fiscal year, all in reasonable detail and, unless otherwise agreed by AFR, such financial statements shall be audited and certified by an independent firm of certified public accountants. In addition, if required from time to time by AFR, within forty-five (45) days following the end of each quarterly period of the fiscal year of Correspondent, Correspondent shall deliver to American Financial Resources, Inc. un-audited financial statements of Correspondent for such quarterly period, including a balance sheet, an income statement setting forth in each case, in comparative form, figures for the same quarter of the previous fiscal year, all in reasonable detail, which statement shall be certified by the Chief Financial Officer of Correspondent as of and for such quarterly period. Correspondent shall promptly notify Ridge also provide (i) any additional information reasonably requested by AFR, from time to time including, but not limited to, proof of adequate licensing and bonding and; (ii) upon AFR’s request, such corporate structure, and/or financial information, including without limitation, any of the financial information referenced in writing this Section E, as AFR may request from time to time with respect to Correspondent’s parent company or holding company. Upon AFR’s request, the Correspondent shall permit AFR to perform reasonable and relevant on-site due diligence reviews, in the event that Correspondent’s net capital falls below the greater of the amount manner reasonably required under the Applicable Laws and Rules and the amount set forth on Schedule B. 5. All orders and instructions transmitted to Ridge by Correspondent shall be valid and shall have been duly and properly authorized. 6. There is no material action, suit, investigation or proceeding (formal or informal) pending or threatened in writing against or affecting (in a material manner) Correspondent or any of its executive officers, by or before any court or other tribunal, arbitrator, governmental agency, instrumentality or authority or any self-regulatory or clearing organization, , as to which Ridge has not been informed and provided with summaries thereof. 7. The activities of Correspondent pursuant to this Agreement do not and AFR during the term of this Agreement Agreement, during regular business hours, provided that AFR shall not give rise to a prohibited transaction within the meaning unreasonably disrupt correspondent’s business or operations. G. No officer, loan originator or other personnel of Section 406 of ERISA, and all applicable Prohibited Transaction Class Exemptions Correspondent shall have been complied withindicted, arraigned, convicted or shall be under investigation for any criminal offenses or any fraudulent activity related to the origination, servicing and/or sale of mortgage loans. 8X. The Correspondent shall notify AFR of any changes in the Principal Ownership of the company. Correspondent has, Such notification shall be in writing and during made within 30 days of the term of this Agreement shall maintain, blanket bond insurance policies as required under NASD Rule 3020 or NYSE Rule 319, as applicablechange. 9. On or before the execution of this Agreement, I. The Correspondent shall have identified in writing to Ridge each pay any commissions due its sales staff and the legal fees and expenses of its lines of business and any securities in which Correspondent makes a marketattorneys. The Correspondent shall provide Ridge pay the cost of delivering the Mortgage Loan, the cost of recording the Assignments of Mortgage fees incurred in connection with an update the release of any securities Mortgage Loan documents as may be required hereunder. All other costs and expenses incurred in which Correspondent makes a market promptlyconnection with the transfer and delivery of the Mortgage Loan including, in order to allow Ridge to update transaction confirms as necessary. 10. Correspondent shall within a reasonable timefees for recording of the Mortgage, fees for obtaining service contracts and if not prohibited by law or any confidentiality agreement, give Ridge reasonable prior written notice the legal fees and expenses of any new lines of business that materially modify the mix of business that Correspondent is engaged in on the date of this Agreement. Such notice its attorneys shall be required notwithstanding that such new business or different business mix does not affect paid by the services to be performed by Ridge under this AgreementCorrespondent.