Representations, Warranties, and Covenants of Mortgage Lender. The Mortgage Lender represents and warrants to, and covenants with, the Authority that: (a) It is (i) duly organized and existing under the laws of the State, of another state, or of the United States, and (ii) a Mortgage Lender duly authorized to make Mortgage Loans in the State. (b) It will, during the term of this Agreement, remain a financial institution subject to supervision and examination by state or federal authorities, as applicable, will remain in good standing and qualified to do business under the laws of the United States of America or the state of its then state of organization and of the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided, that it may, without violating the covenant contained in this subsection, consolidate with or merge into another financial institution, or permit one or more financial institutions to consolidate with or merge into it, or sell or otherwise transfer to another such financial institution all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee financial institution, as the case may be, shall be subject to the supervision and examination of state or federal authorities, as applicable, and after giving effect to such transaction, have a net worth substantially equal to or greater than that of such Mortgage Lender immediately prior to such acquisition, consolidation or merger, and shall assume in writing all of the obligations of such Mortgage Lender under this Agreement. (c) It has the power to execute, deliver and perform, and to enter into the transactions contemplated by, this Agreement, and has duly authorized the execution, delivery and performance of this Agreement. (d) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts or will conflict with or results or will result in a breach of any of the terms, conditions or provisions of its charter or by-laws or any legal restriction or any agreement or instrument to which it is now a party or by which it is bound, or constitutes or will constitute a default under any of the foregoing. (e) It will not knowingly take any action or permit any action that is within its control to be taken that would cause interest on the Bonds to be included in the federal gross income of the Holders thereof. (f) To the Mortgage Lender's knowledge, after reasonable investigation, (a) neither the Acquisition Cost nor the sales price of the Housing Unit exceeds the applicable maximum Acquisition Cost set out in Exhibit F hereto as from time to time amended, (b) the Housing Unit (i) is, or will within 60 days after the Mortgage closing be, the principal Housing Unit of the Mortgagor, (ii) will not be used in a trade or business of the Mortgagor (subject to de minimis use up to 15%) and (iii) does not include land in excess of that required to maintain the basic livability of the Housing Unit or land that will provide, other than incidentally, a source of income to the Mortgagor, (c) unless the Housing Unit is located in a Targeted Area, each person executing the Mortgage as Mortgagor (but not a mere cosigner of the Mortgage Loan Note who will not have a present ownership interest in the Housing) has not, at any time during the three- year period ending on the date the Mortgage was executed, had an ownership interest in a principal Housing Unit of such Mortgagor, (d) the Annual Household Income of the Mortgagor does not exceed the applicable maximum limit set out in Exhibit F hereto as from time to time amended, and (e) neither the Mortgage Lender nor any other person has charged the seller of the Housing Unit or any other person any fees or charges other than those permitted by Section 3.03(c) of this Agreement, and no such fees or charges are in excess of the usual and reasonable amount charged where owner-financing is not provided through the issuance of tax-exempt bonds. (g) In connection with the transactions contemplated by this Agreement, Lender has not directly or indirectly entered into any agreement with any other person or lending institution with respect to any aspect of its participation in the Program, other than any agreement expressly authorized by this Agreement. (h) Lender meets the below-listed requirement with respect to each type of Mortgage Loan to be originated by Lender: Type of Mortgage Loan Requirement RHS Guaranteed Eligible lender under Section 502 Single Family Rural Housing Loan Program FHA Insured FHA-approved Direct Endorsement VA Guaranteed VA-approved mortgagee authorized to provide “Automatic” endorsement for VA guaranty Conventional Xxxxxx Xxx-approved seller-servicer; Or FHLMC-approved seller-servicer GNMA GNMA approved seller/issuer-servicer Xxxxxx Mae Xxxxxx Xxx approved seller-servicer FHLMC FHLMC approved seller-servicer (i) If applicable, Lender is familiar with all of the Certificate Providers' rules, regulations and Guides applicable to the origination of Mortgage Loans to be originated pursuant to this Agreement and shall use diligent, reasonable efforts to remain familiar with all rules of the Certificate Providers applicable to the origination of Mortgage Loans to be originated pursuant to this Agreement. Although the Authority or Servicer may, from time to time, provide Lender information about changes and/or possible changes in such rules, neither the Authority nor Servicer has any duty to keep Lender informed of any changes or proposed changes in Certificate Provider rules, regulations and Guides affecting the Program. Lender’s failure to remain informed as to any such changes shall not relieve Lender of its obligations under this subsection. (j) Lender shall comply (i) with respect to each FHA insured Mortgage Loan, with the National Housing Act, as amended, with all rules and regulations issued thereunder and with all applicable administrative publications, (ii) with respect to each VA Guaranteed Mortgage Loan, with the Serviceman's Readjustment Act, as amended, with all rules and regulations and Guides issued thereunder and with all applicable administrative publications,
Appears in 1 contract
Representations, Warranties, and Covenants of Mortgage Lender. The Mortgage Lender represents and warrants to, and covenants with, the Authority Commission and the Servicer that:
(a) It The Mortgage Lender is (i) a corporation duly organized and existing under the laws of the State, of another statestate in which it was incorporated, or of the United Statesis duly chartered or incorporated under federal law, and (ii) a Mortgage Lender is duly authorized to make Mortgage Loans transact business in the State, has obtained all licenses, approvals and permits under State and federal law necessary to perform its obligations contemplated by this Agreement, and customarily provides service or otherwise aids in financing mortgages located in the State.
(b) It will, The Mortgage Lender agrees that during the term of this Agreement, Agreement it will remain a financial institution subject to supervision and examination by state State or federal authorities, as may be applicable, and that it will remain in good standing and qualified to do business under the laws of the United States of America or America, the state of its then state of organization and of the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided, that it the Mortgage Lender may, without violating the covenant agreement contained in this subsection, consolidate with or merge into another financial institutionentity, or permit one or more financial institutions entities to consolidate with or merge into it, or sell or otherwise transfer to another such financial institution entity all or substantially all of its assets as an entirety and thereafter dissolve, if ; provided the surviving, resulting or transferee financial institutionentity, as the case may be, shall be subject to the supervision and examination of state the State or federal authorities, as may be applicable, and after giving effect to such transaction, have a net worth substantially equal to or greater than that of such Mortgage Lender immediately prior to such acquisition, consolidation or merger, and shall assume in writing all of the G:\FLP\ORIGINATION AGREEMENT 2011-WSHFC-AHFA.doc 10 obligations of such the Mortgage Lender under this Agreementhereunder (in the case of a sale of all or substantially all of the Mortgage Lender’s assets, the Commission shall release the Mortgage Lender in writing, concurrently with and contingent upon such assumption, from all liability hereunder).
(c) It The Mortgage Lender has the power to executeexecute and deliver this Agreement, deliver and performto accept the terms hereof, and to enter into the transactions contemplated by, this Agreementhereby, and the acceptance and performance hereof has been duly authorized the execution, delivery by all necessary corporate and performance of this Agreementother action.
(d) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts or hereof, will conflict with or results or will result in a any breach or violation of any of the terms, conditions or provisions of its charter or by-laws or any legal restriction applicable laws, including regulations, or any agreement or instrument to which it the Mortgage Lender is now a party or by which it is bound, or constitutes or will constitute a default under any of the foregoing.
(e) It The execution and delivery of the Program Documents by the Mortgage Lender in the manner contemplated therein and the performance and compliance with the terms thereof by it will not violate (i) its certificate of incorporation (or similar document) or bylaws, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of the Program Documents applicable to the Mortgage Lender, and will not constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which the Mortgage Lender is a party or which may be applicable to it or any of its assets.
(f) The execution and delivery of the Program Documents by the Mortgage Lender in the manner contemplated therein and the performance and compliance with the terms thereof by it do not require the consent or approval of any governmental authority, or if such consent or approval is required, it has been obtained.
(g) This 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.
(h) The Mortgage Lender will not knowingly take any action or permit any action that which is within its control to be taken that which would cause impair the exemption from federal income taxation of interest on the Bonds to be included in the federal gross income of the Holders thereofBonds.
(f) To the Mortgage Lender's knowledge, after reasonable investigation, (a) neither the Acquisition Cost nor the sales price of the Housing Unit exceeds the applicable maximum Acquisition Cost set out in Exhibit F hereto as from time to time amended, (b) the Housing Unit (i) is, or will within 60 days after the Mortgage closing be, the principal Housing Unit of the Mortgagor, (ii) will not be used in a trade or business of the Mortgagor (subject to de minimis use up to 15%) and (iii) does not include land in excess of that required to maintain the basic livability of the Housing Unit or land that will provide, other than incidentally, a source of income to the Mortgagor, (c) unless the Housing Unit is located in a Targeted Area, each person executing the Mortgage as Mortgagor (but not a mere cosigner of the Mortgage Loan Note who will not have a present ownership interest in the Housing) has not, at any time during the three- year period ending on the date the Mortgage was executed, had an ownership interest in a principal Housing Unit of such Mortgagor, (d) the Annual Household Income of the Mortgagor does not exceed the applicable maximum limit set out in Exhibit F hereto as from time to time amended, and (e) neither the Mortgage Lender nor any other person has charged the seller of the Housing Unit or any other person any fees or charges other than those permitted by Section 3.03(c) of this Agreement, and no such fees or charges are in excess of the usual and reasonable amount charged where owner-financing is not provided through the issuance of tax-exempt bonds.
(g) In connection with the transactions contemplated by this Agreement, Lender has not directly or indirectly entered into any agreement with any other person or lending institution with respect to any aspect of its participation in the Program, other than any agreement expressly authorized by this Agreement.
(h) Lender meets the below-listed requirement with respect to each type of Mortgage Loan to be originated by Lender: Type of Mortgage Loan Requirement RHS Guaranteed Eligible lender under Section 502 Single Family Rural Housing Loan Program FHA Insured FHA-approved Direct Endorsement VA Guaranteed VA-approved mortgagee authorized to provide “Automatic” endorsement for VA guaranty Conventional Xxxxxx Xxx-approved seller-servicer; Or FHLMC-approved seller-servicer GNMA GNMA approved seller/issuer-servicer Xxxxxx Mae Xxxxxx Xxx approved seller-servicer FHLMC FHLMC approved seller-servicer
(i) If applicableThe Mortgage Lender (including a “related person” thereof, Lender is familiar with all within the meaning of Section 144(a)(3) of the Certificate Providers' rulesCode) may purchase Bonds; however, regulations and Guides applicable it shall not, pursuant to any arrangement, formal or informal, purchase Bonds in an amount related to the origination amount of Mortgage Loans to be originated by the Mortgage Lender pursuant to this Agreement and shall use diligent, reasonable efforts the Application to remain familiar with all rules of the Certificate Providers applicable to the origination of Mortgage Loans to be originated pursuant to this Agreement. Although the Authority or Servicer may, from time to time, provide Lender information about changes and/or possible changes in such rules, neither the Authority nor Servicer has any duty to keep Lender informed of any changes or proposed changes in Certificate Provider rules, regulations and Guides affecting the Program. Lender’s failure to remain informed as to any such changes shall not relieve Lender of its obligations under this subsectionParticipate.
(j) The Mortgage Lender is a mortgage banker, mortgage company or other financial institution that customarily provides service or otherwise aids in the financing of mortgage loans on single-family residential housing, or is a holding company of one or more of the foregoing. The Mortgage Lender is currently authorized to originate and sell mortgage loans in the State and will remain so authorized throughout each Origination Period during which it makes Mortgage Loans.
(k) The Mortgage Lender is (i) an FHA-approved mortgagee, with delegated underwriting authority preferred, in good standing; (ii) an eligible lender in good standing for VA Guaranteed mortgage loans; (iii) an eligible lender in good standing for HUD-guaranteed mortgage loans; (iv) an eligible lender G:\FLP\ORIGINATION AGREEMENT 2011-WSHFC-AHFA.doc 11 in good standing for RD-guaranteed mortgage loans; (v) an approved Xxxxxx Xxx seller; or (vi) an approved Freddie Mac seller. Mortgage Lender shall comply only originate Mortgage Loans of the type described in the preceding clauses if the representation is true with respect to such clause (e.g., the Mortgage Lender shall not originate VA Guaranteed Mortgage Loans unless the Mortgage Lender is an eligible lender in good standing for VA Guaranteed mortgage loans).
(l) The Mortgage Lender complies and will continue to comply, (i) with respect to each FHA insured Insured Mortgage Loan, with the National Housing ActAct of 1934, as amended, with all rules and regulations issued thereunder and with all applicable administrative publications, ; (ii) with respect to each VA Guaranteed Mortgage Loan, with the Serviceman's Servicemen’s Readjustment Act, as amended, with all rules and regulations and Guides issued thereunder and with all applicable administrative publications,; (iii) with respect to each FHA Insured or VA Guaranteed Mortgage Loan, as determined as of the date of each purchase hereunder, with all the requirements of, and the “Representations and Warranties of Lender” set forth in, the Xxxxxx Xxx Guide; (iv) with respect to each Conventional Mortgage Loan, as determined as of the date of each purchase hereunder, with all the requirements of the Xxxxxx Xxx Selling and Servicing Guide, or Xxxxxxx Xxx Xxxxxxx and Servicing Guide; (v) with respect to Conventional Mortgage Loans, with all applicable provisions of the Financial Institutes Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) relating to appraisals; and (vi) any and all applicable laws governing or regulating the origination of mortgage loans.
(m) Notwithstanding any other provisions of the Agreement, under no circumstances shall the Agreement or the relationship between the Commission and the Mortgage Lender or the Mortgage Lender and the Servicer created thereby be construed as creating a fiduciary relationship between the Commission and the Mortgage Lender or the Mortgage Lender and the Servicer or as granting to, or creating in, the Mortgage Lender any legal or equitable interest, right or title in or to any funds or accounts created under the Indenture.
(n) The Mortgage Lender will comply with the applicable non-discriminatory provisions of the Civil Rights Act of 1964, the regulations promulgated thereunder, and Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965.
(o) If required by the Commission, the Mortgage Lender will provide information to borrowers (as supplied by the Commission) regarding changes in federal tax law that could effectaffect the borrower’s tax obligations and permit the attachments hereto to be changed as necessary to ensure compliance of the Program with federal tax law.
(p) At the date hereof and the date of the actual execution hereof, the Mortgage Lender does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every obligation required of it contained in this Agreement. From time to time, the Mortgage Lender will submit to the Commission and to the Servicer, any reasonably requested information relating to the Mortgage Loans, and will do every act and thing which may be necessary or required to perform its duties under this Agreement or any of the Program Documents.
(q) The representations and information set forth in the certificates, statement, report and other documents to be provided to the Servicer and the Commission in connection with the purchase by the Servicer of each Mortgage Loan will be true and accurate and contain no untrue statement of a material fact or omit to state a material fact necessary to make the information, in such certificate, statement, report and other documents not misleading, and may be relied upon by the Servicer and the Commission. G:\FLP\ORIGINATION AGREEMENT 2011-WSHFC-AHFA.doc 12
(r) There is no litigation pending, or, to the Mortgage Lender’s knowledge, threatened, affecting the right of any of the present members of the board of directors or officers of the Mortgage Lender to their respective offices or their jurisdiction or authority over the affairs of the Mortgage Lender, nor in any way questioning the execution or validity of this Agreement; there are no other legal or governmental proceedings other than ordinary routine litigation incidental to the business conducted by the Mortgage Lender pending or (to the best of the Mortgage Lender’s knowledge) threatened or contemplated by which the Mortgage Lender may be bound or to which any property of the Mortgage Lender is or may be subject, which, if determined adversely to the Mortgage Lender, would individually or in the aggregate have a material adverse effect on the ability of the Mortgage Lender to perform its obligations hereunder or on the financial position or results of the operations of the Mortgage Lender or result in money damages arising out of an alleged error or omissions claim.
(s) Each Mortgage Lender shall provide to the Servicer, at the expense of the Mortgage Lender, copies of all Mortgage File documents, loan applications and all related materials from its file on each Mortgage Loan, which the Servicer shall request.
(t) Such Mortgage Lender shall keep proper books, records and accounts in which complete and correct copies of all certificates and documents required to be filed with it hereunder shall be maintained and preserved for a time period of 36 years from the date of the Mortgage Loan origination for Mortgage Loans in the Home Advantage Program or 36 years from the date of the Mortgage Loan origination for all other Mortgage Loans. Such Mortgage Lender shall make such books and records available for inspection by the Commission, the Trustee and the Servicer, during business hours and under reasonable conditions. The Commission, the Servicer or the Trustee shall have the right to require such Mortgage Lender to furnish said documents, at the expense of such Mortgage Lender, as such requesting entity, in its sole discretion and from time to time, deems necessary to determine compliance with the provisions of the Indenture, the applicable Custodial Agreement and this Agreement.
(u) Any review or approval by the Servicer of any Mortgage Loan or the credit or tax compliance information in connection therewith or the issuance of a Certificate of Compliance hereunder shall not relieve such Mortgage Lender of any responsibility or liability for the performance or nonperformance of its obligations under this Agreement.
(v) The Mortgage Lender will immediately notify the Servicer and the Commission if it is no longer in compliance with (a) through (u) above.
(w) The Mortgage Lender has been approved by the Servicer prior to participation in the program.
Appears in 1 contract
Samples: Mortgage Origination Agreement
Representations, Warranties, and Covenants of Mortgage Lender. The Mortgage Lender represents and warrants to, and covenants with, the Authority Commission and the Servicer that:
(a) It The Mortgage Lender is (i) a corporation or state chartered credit union duly organized and existing under the laws of the State, of another statestate in which it was incorporated or chartered, or of the United Statesis duly chartered or incorporated under federal law, and (ii) a Mortgage Lender is duly authorized to make Mortgage Loans transact business in the State, has obtained all licenses, approvals and permits under State and federal law necessary to perform its obligations contemplated by this Agreement, and customarily provides service or otherwise aids in financing mortgages located in the State.
(b) It will, The Mortgage Lender agrees that during the term of this Agreement, Agreement it will remain a financial institution subject to supervision and examination by state State or federal authorities, as may be applicable, and that it will remain in good standing and qualified to do business under the laws of the United States of America or America, the state of its then state of organization and of the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided, that it the Mortgage Lender may, without violating the covenant agreement contained in this subsection, consolidate with or merge into another financial institutionentity, or permit one or more financial institutions entities to consolidate with or merge into it, or sell or otherwise transfer to another such financial institution entity all or substantially all of its assets as an entirety and thereafter dissolve, if ; provided the surviving, resulting or transferee financial institutionentity, as the case may be, shall be subject to the supervision and examination of state the State or federal authorities, as may be applicable, and after giving effect to such transaction, have a net worth substantially equal to or greater than that of such Mortgage Lender immediately prior to such acquisition, consolidation or merger, and shall assume in writing all of the obligations of such the Mortgage Lender under this Agreementhereunder (in the case of a sale of all or substantially all of the Mortgage Lender’s assets, the Commission shall release the Mortgage Lender in writing, concurrently with and contingent upon such assumption, from all liability hereunder).
(c) It The Mortgage Lender has the power to executeexecute and deliver this Agreement, deliver and performto accept the terms hereof, and to enter into the transactions contemplated by, this Agreementhereby, and the acceptance and performance hereof has been duly authorized the execution, delivery by all necessary corporate and performance of this Agreementother action.
(d) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts or hereof, will conflict with or results or will result in a any breach or violation of any of the terms, conditions or provisions of its charter or by-laws or any legal restriction applicable laws, including regulations, or any agreement or instrument to which it the Mortgage Lender is now a party or by which it is bound, or constitutes or will constitute a default under any of the foregoing.
(e) It The execution and delivery of the Program Documents by the Mortgage Lender in the manner contemplated therein and the performance and compliance with the terms thereof by it will not violate (i) its certificate of incorporation (or similar document) or bylaws, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of the Program Documents applicable to the Mortgage Lender, and will not constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which the Mortgage Lender is a party or which may be applicable to it or any of its assets.
(f) The execution and delivery of the Program Documents by the Mortgage Lender in the manner contemplated therein and the performance and compliance with the terms thereof by it do not require the consent or approval of any governmental authority, or if such consent or approval is required, it has been obtained.
(g) This 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.
(h) The Mortgage Lender will not knowingly take any action or permit any action that which is within its control to be taken that which would cause impair the exemption from federal income taxation of interest on the Bonds to be included in the federal gross income of the Holders thereofBonds.
(f) To the Mortgage Lender's knowledge, after reasonable investigation, (a) neither the Acquisition Cost nor the sales price of the Housing Unit exceeds the applicable maximum Acquisition Cost set out in Exhibit F hereto as from time to time amended, (b) the Housing Unit (i) is, or will within 60 days after the Mortgage closing be, the principal Housing Unit of the Mortgagor, (ii) will not be used in a trade or business of the Mortgagor (subject to de minimis use up to 15%) and (iii) does not include land in excess of that required to maintain the basic livability of the Housing Unit or land that will provide, other than incidentally, a source of income to the Mortgagor, (c) unless the Housing Unit is located in a Targeted Area, each person executing the Mortgage as Mortgagor (but not a mere cosigner of the Mortgage Loan Note who will not have a present ownership interest in the Housing) has not, at any time during the three- year period ending on the date the Mortgage was executed, had an ownership interest in a principal Housing Unit of such Mortgagor, (d) the Annual Household Income of the Mortgagor does not exceed the applicable maximum limit set out in Exhibit F hereto as from time to time amended, and (e) neither the Mortgage Lender nor any other person has charged the seller of the Housing Unit or any other person any fees or charges other than those permitted by Section 3.03(c) of this Agreement, and no such fees or charges are in excess of the usual and reasonable amount charged where owner-financing is not provided through the issuance of tax-exempt bonds.
(g) In connection with the transactions contemplated by this Agreement, Lender has not directly or indirectly entered into any agreement with any other person or lending institution with respect to any aspect of its participation in the Program, other than any agreement expressly authorized by this Agreement.
(h) Lender meets the below-listed requirement with respect to each type of Mortgage Loan to be originated by Lender: Type of Mortgage Loan Requirement RHS Guaranteed Eligible lender under Section 502 Single Family Rural Housing Loan Program FHA Insured FHA-approved Direct Endorsement VA Guaranteed VA-approved mortgagee authorized to provide “Automatic” endorsement for VA guaranty Conventional Xxxxxx Xxx-approved seller-servicer; Or FHLMC-approved seller-servicer GNMA GNMA approved seller/issuer-servicer Xxxxxx Mae Xxxxxx Xxx approved seller-servicer FHLMC FHLMC approved seller-servicer
(i) If applicableThe Mortgage Lender (including a “related person” thereof, Lender is familiar with all within the meaning of Section 144(a)(3) of the Certificate Providers' rulesCode) may purchase Bonds; however, regulations and Guides applicable it shall not, pursuant to any arrangement, formal or informal, purchase Bonds in an amount related to the origination amount of Mortgage Loans to be originated by the Mortgage Lender pursuant to this Agreement and shall use diligent, reasonable efforts the Application to remain familiar with all rules of the Certificate Providers applicable to the origination of Mortgage Loans to be originated pursuant to this Agreement. Although the Authority or Servicer may, from time to time, provide Lender information about changes and/or possible changes in such rules, neither the Authority nor Servicer has any duty to keep Lender informed of any changes or proposed changes in Certificate Provider rules, regulations and Guides affecting the Program. Lender’s failure to remain informed as to any such changes shall not relieve Lender of its obligations under this subsectionParticipate.
(j) The Mortgage Lender is a mortgage banker, mortgage company or other financial institution that customarily provides service or otherwise aids in the financing of mortgage loans on single-family residential housing, or is a holding company of one or more of the foregoing. The Mortgage Lender is currently authorized to originate and sell mortgage loans in the State and will remain so authorized throughout each Origination Period during which it makes Mortgage Loans.
(k) The Mortgage Lender is (i) an FHA-approved mortgagee, with delegated underwriting authority preferred, in good standing; (ii) an eligible lender in good standing for VA Guaranteed mortgage loans; (iii) an eligible lender in good standing for HUD-guaranteed mortgage loans; (iv) an eligible lender in good standing for RD-guaranteed mortgage loans; (v) an approved Xxxxxx Xxx seller; or (vi) an approved Xxxxxxx Mac seller. Mortgage Lender shall comply only originate Mortgage Loans of the type described in the preceding clauses if the representation is true with respect to such clause (e.g., the Mortgage Lender shall not originate VA Guaranteed Mortgage Loans unless the Mortgage Lender is an eligible lender in good standing for VA Guaranteed mortgage loans).
(l) The Mortgage Lender complies and will continue to comply, (i) with respect to each FHA insured Insured Mortgage Loan, with the National Housing ActAct of 1934, as amended, with all rules and regulations issued thereunder and with all applicable administrative publications, ; (ii) with respect to each VA Guaranteed Mortgage Loan, with the Serviceman's Servicemen’s Readjustment Act, as amended, with all rules and regulations and Guides issued thereunder and with all applicable administrative publications,; (iii) with respect to each FHA Insured or VA Guaranteed Mortgage Loan, as determined as of the date of each purchase hereunder, with all the requirements of, and the “Representations and Warranties of Lender” set forth in, the Xxxxxx Xxx Guide; (iv) with respect to each Conventional Mortgage Loan, as determined as of the date of each purchase hereunder, with all the requirements of the Xxxxxx Mae Selling and Servicing Guide, or Xxxxxxx Mac Selling and Servicing Guide; (v) with respect to Conventional Mortgage Loans, with all applicable provisions of the Financial Institutes Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) relating to appraisals; and (vi) any and all applicable laws governing or regulating the origination of mortgage loans.
(m) Notwithstanding any other provisions of the Agreement, under no circumstances shall the Agreement or the relationship between the Commission and the Mortgage Lender or the Mortgage Lender and the Servicer created thereby be construed as creating a fiduciary relationship between the Commission and the Mortgage Lender or the Mortgage Lender and the Servicer or as granting to, or creating in, the Mortgage Lender any legal or equitable interest, right or title in or to any funds or accounts created under the Indenture.
(n) The Mortgage Lender will comply with the applicable non-discriminatory provisions of the Civil Rights Act of 1964, the regulations promulgated thereunder, and Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965.
(o) If required by the Commission, the Mortgage Lender will provide information to borrowers (as supplied by the Commission) regarding changes in federal tax law that could affect the borrower’s tax obligations and permit the attachments hereto to be changed as necessary to ensure compliance of the Program with federal tax law.
(p) At the date hereof and the date of the actual execution hereof, the Mortgage Lender does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every obligation required of it contained in this Agreement. From time to time, the Mortgage Lender will submit to the Commission and to the Servicer, any reasonably requested information relating to the Mortgage Loans, and will do every act and thing which may be necessary or required to perform its duties under this Agreement or any of the Program Documents.
(q) The representations and information set forth in the certificates, statement, report and other documents to be provided to the Servicer and the Commission in connection with the purchase by the Servicer of each Mortgage Loan will be true and accurate and contain no untrue statement of a material fact or omit to state a material fact necessary to make the information, in such certificate, statement, report and other documents not misleading, and may be relied upon by the Servicer and the Commission.
(r) There is no litigation pending, or, to the Mortgage Lender’s knowledge, threatened, affecting the right of any of the present members of the board of directors or officers of the Mortgage Lender to their respective offices or their jurisdiction or authority over the affairs of the Mortgage Lender, nor in any way questioning the execution or validity of this Agreement; there are no other legal or governmental proceedings other than ordinary routine litigation incidental to the business conducted by the Mortgage Lender pending or (to the best of the Mortgage Lender’s knowledge) threatened or contemplated by which the Mortgage Lender may be bound or to which any property of the Mortgage Lender is or may be subject, which, if determined adversely to the Mortgage Lender, would individually or in the aggregate have a material adverse effect on the ability of the Mortgage Lender to perform its obligations hereunder or on the financial position or results of the operations of the Mortgage Lender or result in money damages arising out of an alleged error or omissions claim.
(s) Each Mortgage Lender shall provide to the Servicer, at the expense of the Mortgage Lender, copies of all Mortgage File documents, loan applications and all related materials from its file on each Mortgage Loan, which the Servicer shall request.
(t) Such Mortgage Lender shall keep proper books, records and accounts in which complete and correct copies of all certificates and documents required to be filed with it hereunder shall be maintained and preserved for a time period of 36 years from the date of Mortgage Loan origination for Mortgage Loans in the Home Advantage Program or 36 years from the date of the Mortgage Loan origination for all other Mortgage Loans. Such Mortgage Lender shall make such books and records available for inspection by the Commission, the Trustee and the Servicer, during business hours and under reasonable conditions. The Commission, the Servicer or the Trustee shall have the right to require such Mortgage Lender to furnish said documents, at the expense of such Mortgage Lender, as such requesting entity, in its sole discretion and from time to time, deems necessary to determine compliance with the provisions of the Indenture, the applicable Custodial Agreement and this Agreement.
(u) Any review or approval by the Servicer of any Mortgage Loan or the credit or tax compliance information in connection therewith or the issuance of a Certificate of Compliance hereunder shall not relieve such Mortgage Lender of any responsibility or liability for the performance or nonperformance of its obligations under this Agreement.
(v) The Mortgage Lender will immediately notify the Servicer and the Commission if it is no longer in compliance with (a) through (u) above.
(w) The Mortgage Lender has been approved by the Servicer prior to participation in the program.
Appears in 1 contract
Samples: Mortgage Origination Agreement
Representations, Warranties, and Covenants of Mortgage Lender. The Mortgage Lender represents and warrants to, and covenants with, the Authority Commission and the Servicer that:
(a) It The Mortgage Lender is (i) a corporation duly organized and existing under the laws of the State, of another statestate in which it was incorporated, or of the United Statesis duly chartered or incorporated under federal law, and (ii) a Mortgage Lender is duly authorized to make Mortgage Loans transact business in the State, has obtained all licenses, approvals and permits under State and federal law necessary to perform its obligations contemplated by this Agreement, and customarily provides service or otherwise aids in financing mortgages located in the State.
(b) It will, The Mortgage Lender agrees that during the term of this Agreement, Agreement it will remain a financial institution subject to supervision and examination by state State or federal authorities, as may be applicable, and that it will remain in good standing and qualified to do business under the laws of the United States of America or America, the state of its then state of organization and of the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided, that it the Mortgage Lender may, without violating the covenant agreement contained in this subsection, consolidate with or merge into another financial institutionentity, or permit one or more financial institutions entities to consolidate with or merge into it, or sell or otherwise transfer to another such financial institution entity all or substantially all of its assets as an entirety and thereafter dissolve, if ; provided the surviving, resulting or transferee financial institutionentity, as the case may be, shall be subject to the supervision and examination of state the State or federal authorities, as may be applicable, and after giving effect to such transaction, have a net worth substantially equal to or greater than that of such Mortgage Lender immediately prior to such acquisition, consolidation or merger, and shall assume in writing all of the obligations of such the Mortgage Lender under this Agreementhereunder (in the case of a sale of all or substantially all of the Mortgage Lender’s assets, the Commission shall release the Mortgage Lender in writing, concurrently with and contingent upon such assumption, from all liability hereunder).
(c) It The Mortgage Lender has the power to executeexecute and deliver this Agreement, deliver and performto accept the terms hereof, and to enter into the transactions contemplated by, this Agreementhereby, and the acceptance and performance hereof has been duly authorized the execution, delivery by all necessary corporate and performance of this Agreementother action.
(d) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts or hereof, will conflict with or results or will result in a any breach or violation of any of the terms, conditions or provisions of its charter or by-laws or any legal restriction applicable laws, including regulations, or any agreement or instrument to which it the Mortgage Lender is now a party or by which it is bound, or constitutes or will constitute a default under any of the foregoing.
(e) It The execution and delivery of the Program Documents by the Mortgage Lender in the manner contemplated therein and the performance and compliance with the terms thereof by it will not violate (i) its certificate of incorporation (or similar document) or bylaws, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of the Program Documents applicable to the Mortgage Lender, and will not constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which the Mortgage Lender is a party or which may be applicable to it or any of its assets.
(f) The execution and delivery of the Program Documents by the Mortgage Lender in the manner contemplated therein and the performance and compliance with the terms thereof by it do not require the consent or approval of any governmental authority, or if such consent or approval is required, it has been obtained.
(g) This 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.
(h) The Mortgage Lender will not knowingly take any action or permit any action that which is within its control to be taken that which would cause impair the exemption from federal income taxation of interest on the Bonds to be included in the federal gross income of the Holders thereofBonds.
(f) To the Mortgage Lender's knowledge, after reasonable investigation, (a) neither the Acquisition Cost nor the sales price of the Housing Unit exceeds the applicable maximum Acquisition Cost set out in Exhibit F hereto as from time to time amended, (b) the Housing Unit (i) is, or will within 60 days after the Mortgage closing be, the principal Housing Unit of the Mortgagor, (ii) will not be used in a trade or business of the Mortgagor (subject to de minimis use up to 15%) and (iii) does not include land in excess of that required to maintain the basic livability of the Housing Unit or land that will provide, other than incidentally, a source of income to the Mortgagor, (c) unless the Housing Unit is located in a Targeted Area, each person executing the Mortgage as Mortgagor (but not a mere cosigner of the Mortgage Loan Note who will not have a present ownership interest in the Housing) has not, at any time during the three- year period ending on the date the Mortgage was executed, had an ownership interest in a principal Housing Unit of such Mortgagor, (d) the Annual Household Income of the Mortgagor does not exceed the applicable maximum limit set out in Exhibit F hereto as from time to time amended, and (e) neither the Mortgage Lender nor any other person has charged the seller of the Housing Unit or any other person any fees or charges other than those permitted by Section 3.03(c) of this Agreement, and no such fees or charges are in excess of the usual and reasonable amount charged where owner-financing is not provided through the issuance of tax-exempt bonds.
(g) In connection with the transactions contemplated by this Agreement, Lender has not directly or indirectly entered into any agreement with any other person or lending institution with respect to any aspect of its participation in the Program, other than any agreement expressly authorized by this Agreement.
(h) Lender meets the below-listed requirement with respect to each type of Mortgage Loan to be originated by Lender: Type of Mortgage Loan Requirement RHS Guaranteed Eligible lender under Section 502 Single Family Rural Housing Loan Program FHA Insured FHA-approved Direct Endorsement VA Guaranteed VA-approved mortgagee authorized to provide “Automatic” endorsement for VA guaranty Conventional Xxxxxx Xxx-approved seller-servicer; Or FHLMC-approved seller-servicer GNMA GNMA approved seller/issuer-servicer Xxxxxx Mae Xxxxxx Xxx approved seller-servicer FHLMC FHLMC approved seller-servicer
(i) If applicableThe Mortgage Lender (including a “related person” thereof, Lender is familiar with all within the meaning of Section 144(a)(3) of the Certificate Providers' rulesCode) may purchase Bonds; however, regulations and Guides applicable it shall not, pursuant to any arrangement, formal or informal, purchase Bonds in an amount related to the origination amount of Mortgage Loans to be originated by the Mortgage Lender pursuant to this Agreement and shall use diligent, reasonable efforts the Application to remain familiar with all rules of the Certificate Providers applicable to the origination of Mortgage Loans to be originated pursuant to this Agreement. Although the Authority or Servicer may, from time to time, provide Lender information about changes and/or possible changes in such rules, neither the Authority nor Servicer has any duty to keep Lender informed of any changes or proposed changes in Certificate Provider rules, regulations and Guides affecting the Program. Lender’s failure to remain informed as to any such changes shall not relieve Lender of its obligations under this subsectionParticipate.
(j) The Mortgage Lender is a mortgage banker, mortgage company or other financial institution that customarily provides service or otherwise aids in the financing of mortgage loans on single-family residential housing, or is a holding company of one or more of the foregoing. The Mortgage Lender is currently authorized to originate and sell mortgage loans in the State and will remain so authorized throughout each Origination Period during which it makes Mortgage Loans.
(k) The Mortgage Lender is (i) an FHA-approved mortgagee, with delegated underwriting authority preferred, in good standing; (ii) an eligible lender in good standing for VA Guaranteed mortgage loans; (iii) an eligible lender in good standing for HUD-guaranteed mortgage loans; (iv) an eligible lender in good standing for RD-guaranteed mortgage loans; (v) an approved Xxxxxx Xxx seller; or (vi) an approved Xxxxxxx Mac seller. Mortgage Lender shall comply only originate Mortgage Loans of the type described in the preceding clauses if the representation is true with respect to such clause (e.g., the Mortgage Lender shall not originate VA Guaranteed Mortgage Loans unless the Mortgage Lender is an eligible lender in good standing for VA Guaranteed mortgage loans).
(l) The Mortgage Lender complies and will continue to comply, (i) with respect to each FHA insured Insured Mortgage Loan, with the National Housing ActAct of 1934, as amended, with all rules and regulations issued thereunder and with all applicable administrative publications, ; (ii) with respect to each VA Guaranteed Mortgage Loan, with the Serviceman's Servicemen’s Readjustment Act, as amended, with all rules and regulations and Guides issued thereunder and with all applicable administrative publications,; (iii) with respect to each FHA Insured or VA Guaranteed Mortgage Loan, as determined as of the date of each purchase hereunder, with all the requirements of, and the “Representations and Warranties of Lender” set forth in, the Xxxxxx Xxx Guide; (iv) with respect to each Conventional Mortgage Loan, as determined as of the date of each purchase hereunder, with all the requirements of the Xxxxxx Mae Selling and Servicing Guide, or Xxxxxxx Mac Selling and Servicing Guide; (v) with respect to Conventional Mortgage Loans, with all applicable provisions of the Financial Institutes Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) relating to appraisals; and (vi) any and all applicable laws governing or regulating the origination of mortgage loans.
(m) Notwithstanding any other provisions of the Agreement, under no circumstances shall the Agreement or the relationship between the Commission and the Mortgage Lender or the Mortgage Lender and the Servicer created thereby be construed as creating a fiduciary relationship between the Commission and the Mortgage Lender or the Mortgage Lender and the Servicer or as granting to, or creating in, the Mortgage Lender any legal or equitable interest, right or title in or to any funds or accounts created under the Indenture.
(n) The Mortgage Lender will comply with the applicable non-discriminatory provisions of the Civil Rights Act of 1964, the regulations promulgated thereunder, and Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965.
(o) If required by the Commission, the Mortgage Lender will provide information to borrowers (as supplied by the Commission) regarding changes in federal tax law that could affect the borrower’s tax obligations and permit the attachments hereto to be changed as necessary to ensure compliance of the Program with federal tax law.
(p) At the date hereof and the date of the actual execution hereof, the Mortgage Lender does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every obligation required of it contained in this Agreement. From time to time, the Mortgage Lender will submit to the Commission and to the Servicer, any reasonably requested information relating to the Mortgage Loans, and will do every act and thing which may be necessary or required to perform its duties under this Agreement or any of the Program Documents.
(q) The representations and information set forth in the certificates, statement, report and other documents to be provided to the Servicer and the Commission in connection with the purchase by the Servicer of each Mortgage Loan will be true and accurate and contain no untrue statement of a material fact or omit to state a material fact necessary to make the information, in such certificate, statement, report and other documents not misleading, and may be relied upon by the Servicer and the Commission.
(r) There is no litigation pending, or, to the Mortgage Lender’s knowledge, threatened, affecting the right of any of the present members of the board of directors or officers of the Mortgage Lender to their respective offices or their jurisdiction or authority over the affairs of the Mortgage Lender, nor in any way questioning the execution or validity of this Agreement; there are no other legal or governmental proceedings other than ordinary routine litigation incidental to the business conducted by the Mortgage Lender pending or (to the best of the Mortgage Lender’s knowledge) threatened or contemplated by which the Mortgage Lender may be bound or to which any property of the Mortgage Lender is or may be subject, which, if determined adversely to the Mortgage Lender, would individually or in the aggregate have a material adverse effect on the ability of the Mortgage Lender to perform its obligations hereunder or on the financial position or results of the operations of the Mortgage Lender or result in money damages arising out of an alleged error or omissions claim.
(s) Each Mortgage Lender shall provide to the Servicer, at the expense of the Mortgage Lender, copies of all Mortgage File documents, loan applications and all related materials from its file on each Mortgage Loan, which the Servicer shall request.
(t) Such Mortgage Lender shall keep proper books, records and accounts in which complete and correct copies of all certificates and documents required to be filed with it hereunder shall be maintained and preserved for a time period of 36 years from the date of Mortgage Loan origination for Mortgage Loans in the Home Advantage Program or 36 years from the date of the Mortgage Loan origination for all other Mortgage Loans. Such Mortgage Lender shall make such books and records available for inspection by the Commission, the Trustee and the Servicer, during business hours and under reasonable conditions. The Commission, the Servicer or the Trustee shall have the right to require such Mortgage Lender to furnish said documents, at the expense of such Mortgage Lender, as such requesting entity, in its sole discretion and from time to time, deems necessary to determine compliance with the provisions of the Indenture, the applicable Custodial Agreement and this Agreement.
(u) Any review or approval by the Servicer of any Mortgage Loan or the credit or tax compliance information in connection therewith or the issuance of a Certificate of Compliance hereunder shall not relieve such Mortgage Lender of any responsibility or liability for the performance or nonperformance of its obligations under this Agreement.
(v) The Mortgage Lender will immediately notify the Servicer and the Commission if it is no longer in compliance with (a) through (u) above.
(w) The Mortgage Lender has been approved by the Servicer prior to participation in the program.
Appears in 1 contract
Samples: Mortgage Origination Agreement
