Servicer’s Representations and Warranties. The Servicer hereby represents and warrants to the Corporation that: (a) The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified and in good standing to transact business in the State, and possesses all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by the Program Documents to which it is a party and to execute, deliver and comply with its obligations under the terms of the Program Documents to which it is a party, the execution, delivery and performance of which have been duly authorized by all necessary corporate action. (b) The execution and delivery of this MRB Servicing Agreement by the Servicer in the manner contemplated herein and the performance of and compliance with the terms hereof by it will not violate (i) its certificate of incorporation or by-laws or similar organizational documents, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this MRB Servicing Agreement applicable to the Servicer and will not constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to it or any of its assets. (c) The execution and delivery of this MRB Servicing Agreement by the Servicer in the manner contemplated herein and the performance and compliance with the terms hereof 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. (d) This MRB Servicing Agreement, and all documents and instruments contemplated hereby, which are executed and delivered by the Servicer, will constitute valid, legal and binding obligations of the Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws. (e) The Servicer is in compliance with and will comply with the non-discrimination provisions of the Civil Rights Act of 1964, the regulations promulgated thereunder, and Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965. (f) From time to time, the Servicer will report in writing to the Corporation and the Trustee information relating to the Mortgage Loans required pursuant to the ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇ Guides and/or Freddie Mac Guides, and will do every act and thing which may be necessary or reasonably required to perform its duties under this MRB Servicing Agreement and the other Program Documents to which it is a party. (g) The Servicer agrees that as long as it shall continue to serve in the capacity contemplated under the terms of this MRB Servicing Agreement, it will remain in good standing under the laws of the state of its organization and qualified under the laws of the State to do business in 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, however, that the Servicer may, without violating the covenant contained in this subsection consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another such entity all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee entity, as the case may be, shall be qualified under the laws of the State to do business in the State, shall be qualified under applicable laws and have all necessary approvals, required of the Servicer to perform the Servicer's duties under this MRB Servicing Agreement, shall assume in writing all of the obligations of the Servicer under this MRB Servicing Agreement and, unless waived in writing by the Corporation, shall have a net worth equal to or greater than the net worth of the Servicer immediately preceding any such merger, consolidation or sale of assets, in which event the Corporation shall release the Servicer in writing concurrently with and contingent upon such assumptions from all obligations so assumed. No merger by or sale of the assets of the Servicer under this subsection shall occur without reasonable prior notice to the Corporation and the Trustee sufficient to allow the Corporation to present any objections to the proposed merger or sale of assets in writing to the Servicer, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇. Any entity into which, pursuant to the terms hereof, the Servicer may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer shall be a party, pursuant to the terms hereof, or any entity succeeding to the business of the Servicer, pursuant to the terms hereof, shall be the successor of the Servicer hereunder without the execution or filing of any document or instrument, or any further act on the part of any of the parties hereto. The Servicer agrees to provide to the Corporation and the Trustee a certificate of an accountant and an opinion of counsel, acceptable to the Corporation, demonstrating that the requirements of this paragraph have been complied with. (h) No information, statement or report furnished in writing and required hereunder delivered by the Servicer to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, a Lender, the Corporation or the Trustee will, to the knowledge of the Servicer, contain any untrue statement of a material fact or omit a material fact necessary to make the information, statements or report not misleading. (i) Neither the Servicer nor any "related person," as defined in Section 144(a)(3) of the Code, shall acquire, pursuant to an arrangement, formal or informal, Bonds in an amount related to the amount of ▇▇▇▇▇▇ Mae Securities, ▇▇▇▇▇▇ ▇▇▇ Securities or Freddie Mac PCs to be acquired by the Corporation under the Program. (j) The Servicer will not knowingly take any action or fail to take any action or permit any action within its reasonable control to be taken which would impair the exclusion from gross income for federal income tax purposes of interest on any series of Bonds. (k) The Servicer is a ▇▇▇▇▇▇ ▇▇▇-approved seller-servicer of ▇▇▇▇▇▇ ▇▇▇ Conventional Mortgage Loans, a Freddie ▇▇▇-approved seller-servicer of Freddie Mac Conventional Mortgage Loans and a ▇▇▇▇▇▇ ▇▇▇-approved issuer-servicer of FHA, USDA/RD and VA Mortgage Loans and an authorized issuer of ▇▇▇▇▇▇ Mae Securities, seller of ▇▇▇▇▇▇ ▇▇▇ Securities and Freddie Mac PCs will remain so approved for the term of this MRB Servicing Agreement. (l) There is no litigation pending or, to the Servicer's knowledge, threatened, affecting the right of any of the present members of the governing authority or officers of the Servicer to their respective offices or their jurisdiction or authority over the affairs of the Servicer, nor in any way questioning the execution or validity of the MRB Origination Agreements to which it is a party or this MRB Servicing Agreement; there are no other legal or governmental proceedings other than ordinary routine litigation incident to the business conducted by the Servicer pending (or to the best of the Servicer's knowledge, threatened or contemplated by governmental authority or others) to which the Servicer is or may be a party or by which the Servicer may be bound by which any property of the Servicer is or may be subject, which, if determined adversely to the Servicer, would individually or, in the aggregate, have a material adverse effect on the financial position or results of the Servicer.
Appears in 1 contract
Sources: Mortgage Servicing Agreement
Servicer’s Representations and Warranties. The Servicer hereby represents and warrants to the Corporation thatIssuer and to the Indenture Trustee, and at all times during the term of the Servicing Agreement shall be deemed to represent and warrant, as follows:
(a) The Servicer is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state Commonwealth of its organization, Virginia and is duly qualified and or will be in good standing compliance with all applicable Laws to transact business the extent such compliance is necessary to enforce each Tax Lien in the State, and possesses all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by the Program Documents to which it is a party and to execute, deliver and comply accordance with its obligations under the terms of the Program Documents to which it is a party, the execution, delivery and performance of which have been duly authorized by all necessary corporate action.this Servicing Agreement;
(b) The execution and delivery of this MRB Servicing Agreement by the Servicer in the manner contemplated herein it and the its performance of and compliance with the terms hereof by it of this Servicing Agreement will not violate (i) its certificate of incorporation organizational documents or by-laws bylaws or similar organizational documents, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this MRB Servicing Agreement applicable to the Servicer and will not constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of of, any material contract, agreement or other instrument to which the Servicer it is a party or which may be applicable to it or any of its assets., which default or breach would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder;
(c) The This Servicing Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(d) It is not in violation of, and the execution and delivery of this MRB Servicing Agreement by the Servicer in the manner contemplated herein it and the its performance and compliance with the terms hereof by it do of this Agreement will not require the consent constitute a violation with respect to, any order or approval decree of any court or any order or regulation of any federal, state, municipal or governmental authority, or if such consent or approval is required, it has been obtained.
(d) This MRB Servicing Agreement, and all documents and instruments contemplated herebyagency having jurisdiction, which are executed violation would have consequences that would materially and delivered by adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the Servicer, will constitute valid, legal and binding obligations performance of the Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws.its duties hereunder;
(e) The Servicer No litigation is in compliance with and will comply with pending or, to the non-discrimination provisions best of the Civil Rights Act of 1964its knowledge, the regulations promulgated thereunder, and Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965.threatened against it which would prohibit its entering into or performing its obligations under this Servicing Agreement or which could have a material adverse effect on its financial condition;
(f) From time It does not believe, nor does it have any reason or cause to timebelieve, that as of the Servicer will report date hereof it cannot perform each and every covenant and obligation on its part hereunder to be performed in writing to accordance with the Corporation and the Trustee information relating to the Mortgage Loans required pursuant to the ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇ Guides and/or Freddie Mac Guides, and will do every act and thing which may be necessary or reasonably required to perform its duties under this MRB Servicing Agreement and the other Program Documents to which it is a party.terms hereof in all material respects;
(g) The Servicer agrees that as long as No consent, approval, authorization or order of any court, governmental agency or governmental body is required for the execution, delivery and performance by it shall continue to serve in the capacity contemplated under the terms of of, or compliance by it with, this MRB Servicing Agreement, or the consummation by it will remain in good standing under the laws of the state of its organization and qualified under the laws of the State to do business in 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, however, that the Servicer may, without violating the covenant contained in transactions contemplated by this subsection consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another such entity all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee entity, as the case may be, shall be qualified under the laws of the State to do business in the State, shall be qualified under applicable laws and have all necessary approvals, required of the Servicer to perform the Servicer's duties under this MRB Servicing Agreement, shall assume in writing all of the obligations of the Servicer under this MRB Servicing Agreement and, unless waived in writing by the Corporation, shall have a net worth equal to or greater than the net worth of the Servicer immediately preceding any such merger, consolidation or sale of assets, in which event the Corporation shall release the Servicer in writing concurrently with and contingent upon such assumptions from all obligations so assumed. No merger by or sale of the assets of the Servicer under this subsection shall occur without reasonable prior notice to the Corporation and the Trustee sufficient to allow the Corporation to present any objections to the proposed merger or sale of assets in writing to the Servicer, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇. Any entity into which, pursuant to the terms hereof, the Servicer may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer shall be a party, pursuant to the terms hereof, or any entity succeeding to the business of the Servicer, pursuant to the terms hereof, shall be the successor of the Servicer hereunder without the execution or filing of any document or instrument, or any further act on the part of any of the parties hereto. The Servicer agrees to provide to the Corporation and the Trustee a certificate of an accountant and an opinion of counsel, acceptable to the Corporation, demonstrating that the requirements of this paragraph have been complied with.;
(h) No informationTo the best of its knowledge, statement neither any factual information provided by, or any statements made in this Servicing Agreement by, it nor any statement, report or other document furnished or to be furnished by it pursuant to this Servicing Agreement or in writing and required hereunder delivered by connection with the Servicer to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, a Lender, the Corporation or the Trustee will, to the knowledge of the Servicer, contain transactions contemplated herein contains any untrue statement of a material fact or omit omits to state a material fact necessary to make the informationstatements contained herein or therein not misleading;
(i) It has received and reviewed complete copies of this Servicing Agreement, statements and each of the other Transaction Documents, and agrees that through the term hereof it shall
(i) perform its obligations under this Servicing Agreement in compliance with the provisions of the Transaction Documents which are applicable to it or report its duties hereunder and the provisions of this Servicing Agreement relevant to such performance, and (ii) refrain from taking any actions which are prohibited by such provisions; and
(j) If Bonds have been issued, then upon receipt from the Issuer of a complete copy of the Private Placement Memorandum relating to such Bonds, it will promptly review the information therein relating to and furnished by it under the heading “THE SERVICER—MTAG Services, LLC” therein, and will deliver to the Issuer on the Closing Date a certificate to the effect that such information relating to and furnished by it is true and correct in all material respects and does not omit to state a material fact necessary to make the information contained therein not misleading.
(ik) Neither It has least $4 million in net equity capital and agrees that it will retain all earnings, net of applicable taxes, necessary to maintain at least $4 million in net equity capital (or $10 million in net equity capital if it or any entity that it controls or whose obligations it guarantees in any manner acquires tax liens for its account or for the Servicer nor any "related person," account of such other entity) and will thereafter maintain at least $4 million in net equity capital (or $10 million, as defined the case may be). It is understood and agreed that the representations and warranties set forth in this Section 144(a)(3) 4.01 shall survive delivery of the Code, shall acquire, pursuant to an arrangement, formal or informal, Bonds in an amount related Collateral Agent and Custodian’s Tax Lien Files to the amount of ▇▇▇▇▇▇ Mae SecuritiesIndenture Trustee or its designee, ▇▇▇▇▇▇ ▇▇▇ Securities or Freddie Mac PCs to be acquired by until the Corporation under the Program.
(j) The Servicer will not knowingly take any action or fail to take any action or permit any action within its reasonable control to be taken which would impair the exclusion from gross income for federal income tax purposes of interest on any series of Bonds.
(k) The Servicer is a ▇▇▇▇▇▇ ▇▇▇-approved seller-servicer of ▇▇▇▇▇▇ ▇▇▇ Conventional Mortgage Loans, a Freddie ▇▇▇-approved seller-servicer of Freddie Mac Conventional Mortgage Loans and a ▇▇▇▇▇▇ ▇▇▇-approved issuer-servicer of FHA, USDA/RD and VA Mortgage Loans and an authorized issuer of ▇▇▇▇▇▇ Mae Securities, seller of ▇▇▇▇▇▇ ▇▇▇ Securities and Freddie Mac PCs will remain so approved for the term termination of this MRB Servicing Agreement.
(l) There is no litigation pending or, and shall inure to the Servicer's knowledge, threatened, affecting the right of any benefit of the present members of Issuer, the governing authority or officers of Bank and the Servicer to their respective offices or their jurisdiction or authority over the affairs of the Servicer, nor in any way questioning the execution or validity of the MRB Origination Agreements to which it is a party or this MRB Servicing Agreement; there are no other legal or governmental proceedings other than ordinary routine litigation incident to the business conducted by the Servicer pending (or to the best of the Servicer's knowledge, threatened or contemplated by governmental authority or others) to which the Servicer is or may be a party or by which the Servicer may be bound by which any property of the Servicer is or may be subject, which, if determined adversely to the Servicer, would individually or, in the aggregate, have a material adverse effect on the financial position or results of the ServicerIndenture Trustee.
Appears in 1 contract
Sources: Servicing Agreement
Servicer’s Representations and Warranties. The Servicer hereby represents and warrants to the Corporation thatIssuer and to the Collateral Agent and Custodian, and at all times during the term of the Servicing Agreement shall be deemed to represent and warrant, as follows:
(a) The Servicer is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state Commonwealth of its organization, Virginia and is duly qualified and or will be in good standing compliance with all applicable Laws to transact business the extent such compliance is necessary to enforce each Tax Lien in the State, and possesses all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by the Program Documents to which it is a party and to execute, deliver and comply accordance with its obligations under the terms of the Program Documents to which it is a party, the execution, delivery and performance of which have been duly authorized by all necessary corporate action.this Servicing Agreement;
(b) The execution and delivery of this MRB Servicing Agreement by the Servicer in the manner contemplated herein it and the its performance of and compliance with the terms hereof by it of this Servicing Agreement will not violate (i) its certificate of incorporation organizational documents or by-laws bylaws or similar organizational documents, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this MRB Servicing Agreement applicable to the Servicer and will not constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of of, any material contract, agreement or other instrument to which the Servicer it is a party or which may be applicable to it or any of its assets., which default or breach would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder;
(c) The This Servicing Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(d) It is not in violation of, and the execution and delivery of this MRB Servicing Agreement by the Servicer in the manner contemplated herein it and the its performance and compliance with the terms hereof by it do of this Agreement will not require the consent constitute a violation with respect to, any order or approval decree of any court or any order or regulation of any federal, state, municipal or governmental authority, or if such consent or approval is required, it has been obtained.
(d) This MRB Servicing Agreement, and all documents and instruments contemplated herebyagency having jurisdiction, which are executed violation would have consequences that would materially and delivered by adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the Servicer, will constitute valid, legal and binding obligations performance of the Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws.its duties hereunder;
(e) The Servicer No litigation is in compliance with and will comply with pending or, to the non-discrimination provisions best of the Civil Rights Act of 1964its knowledge, the regulations promulgated thereunder, and Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965.threatened against it which would prohibit its entering into or performing its obligations under this Servicing Agreement or which could have a material adverse effect on its financial condition;
(f) From time It does not believe, nor does it have any reason or cause to timebelieve, that as of the Servicer will report date hereof it cannot perform each and every covenant and obligation on its part hereunder to be performed in writing to accordance with the Corporation and the Trustee information relating to the Mortgage Loans required pursuant to the ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇ Guides and/or Freddie Mac Guides, and will do every act and thing which may be necessary or reasonably required to perform its duties under this MRB Servicing Agreement and the other Program Documents to which it is a party.terms hereof in all material respects;
(g) The Servicer agrees that as long as No consent, approval, authorization or order of any court, governmental agency or governmental body is required for the execution, delivery and performance by it shall continue to serve in the capacity contemplated under the terms of of, or compliance by it with, this MRB Servicing Agreement, or the consummation by it will remain in good standing under the laws of the state of its organization and qualified under the laws of the State to do business in 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, however, that the Servicer may, without violating the covenant contained in transactions contemplated by this subsection consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another such entity all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee entity, as the case may be, shall be qualified under the laws of the State to do business in the State, shall be qualified under applicable laws and have all necessary approvals, required of the Servicer to perform the Servicer's duties under this MRB Servicing Agreement, shall assume in writing all of the obligations of the Servicer under this MRB Servicing Agreement and, unless waived in writing by the Corporation, shall have a net worth equal to or greater than the net worth of the Servicer immediately preceding any such merger, consolidation or sale of assets, in which event the Corporation shall release the Servicer in writing concurrently with and contingent upon such assumptions from all obligations so assumed. No merger by or sale of the assets of the Servicer under this subsection shall occur without reasonable prior notice to the Corporation and the Trustee sufficient to allow the Corporation to present any objections to the proposed merger or sale of assets in writing to the Servicer, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇. Any entity into which, pursuant to the terms hereof, the Servicer may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer shall be a party, pursuant to the terms hereof, or any entity succeeding to the business of the Servicer, pursuant to the terms hereof, shall be the successor of the Servicer hereunder without the execution or filing of any document or instrument, or any further act on the part of any of the parties hereto. The Servicer agrees to provide to the Corporation and the Trustee a certificate of an accountant and an opinion of counsel, acceptable to the Corporation, demonstrating that the requirements of this paragraph have been complied with.;
(h) No informationTo the best of its knowledge, statement neither any factual information provided by, or any statements made in this Servicing Agreement by, it nor any statement, report or other document furnished or to be furnished by it pursuant to this Servicing Agreement or in writing and required hereunder delivered by connection with the Servicer to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, a Lender, the Corporation or the Trustee will, to the knowledge of the Servicer, contain transactions contemplated herein contains any untrue statement of a material fact or omit omits to state a material fact necessary to make the information, statements contained herein or report therein not misleading.; and
(i) Neither the Servicer nor any "related person," as defined in Section 144(a)(3) It has received and reviewed complete copies of this Servicing Agreement, and each of the Codeother Transaction Documents, and agrees that through the term hereof it shall acquire(i) perform its obligations under this Servicing Agreement in compliance with the provisions of the Transaction Documents which are applicable to it or its duties hereunder and the provisions of this Servicing Agreement relevant to such performance, pursuant to an arrangementand (ii) refrain from taking any actions which are prohibited by such provisions. It is understood and agreed that the representations and warranties set forth in this Section 4.01 shall survive until the termination of this Servicing Agreement, formal or informal, Bonds in an amount related and shall inure to the amount of ▇▇▇▇▇▇ Mae Securities, ▇▇▇▇▇▇ ▇▇▇ Securities or Freddie Mac PCs to be acquired by the Corporation under the Program.
(j) The Servicer will not knowingly take any action or fail to take any action or permit any action within its reasonable control to be taken which would impair the exclusion from gross income for federal income tax purposes of interest on any series of Bonds.
(k) The Servicer is a ▇▇▇▇▇▇ ▇▇▇-approved seller-servicer of ▇▇▇▇▇▇ ▇▇▇ Conventional Mortgage Loans, a Freddie ▇▇▇-approved seller-servicer of Freddie Mac Conventional Mortgage Loans and a ▇▇▇▇▇▇ ▇▇▇-approved issuer-servicer of FHA, USDA/RD and VA Mortgage Loans and an authorized issuer of ▇▇▇▇▇▇ Mae Securities, seller of ▇▇▇▇▇▇ ▇▇▇ Securities and Freddie Mac PCs will remain so approved for the term of this MRB Servicing Agreement.
(l) There is no litigation pending or, to the Servicer's knowledge, threatened, affecting the right of any benefit of the present members of Issuer and the governing authority or officers of the Servicer to their respective offices or their jurisdiction or authority over the affairs of the Servicer, nor in any way questioning the execution or validity of the MRB Origination Agreements to which it is a party or this MRB Servicing Agreement; there are no other legal or governmental proceedings other than ordinary routine litigation incident to the business conducted by the Servicer pending (or to the best of the Servicer's knowledge, threatened or contemplated by governmental authority or others) to which the Servicer is or may be a party or by which the Servicer may be bound by which any property of the Servicer is or may be subject, which, if determined adversely to the Servicer, would individually or, in the aggregate, have a material adverse effect on the financial position or results of the ServicerBank.
Appears in 1 contract
Sources: Servicing Agreement
Servicer’s Representations and Warranties. The Servicer hereby represents and warrants to the Corporation thatIssuer and to the Indenture Trustee, and at all times during the term of the Servicing Agreement shall be deemed to represent and warrant, as follows:
(a) The Servicer is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state State of its organization, Delaware and is duly qualified and or will be in good standing compliance with all applicable Laws to transact business the extent such compliance is necessary to enforce each Tax Lien in the State, and possesses all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by the Program Documents to which it is a party and to execute, deliver and comply accordance with its obligations under the terms of the Program Documents to which it is a party, the execution, delivery and performance of which have been duly authorized by all necessary corporate actionthis Servicing Agreement.
(b) The execution and delivery of this MRB Servicing Agreement by the Servicer in the manner contemplated herein it and the its performance of and compliance with the terms hereof by it of this Servicing Agreement will not violate (i) its certificate of incorporation organizational documents or by-laws bylaws or similar organizational documents, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this MRB Servicing Agreement applicable to the Servicer and will not constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of of, any material contract, agreement or other instrument to which the Servicer it is a party or which may be applicable to it or any of its assets, which default or breach would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder.
(c) The This Servicing Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(d) It is not in violation of, and the execution and delivery of this MRB Servicing Agreement by the Servicer in the manner contemplated herein it and the its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would have consequences that would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder.
(e) No litigation is pending or, to the best of its knowledge, threatened against it which would prohibit its entering into or performing its obligations under this Servicing Agreement or which could have a material adverse effect on its financial condition.
(f) It does not believe, nor does it have any reason or cause to believe, that as of the date hereof it cannot perform each and every covenant and obligation on its part hereunder to be performed in accordance with the terms hereof in all material respects.
(g) No consent, approval, authorization or order of any court, governmental agency or governmental body is required for the execution, delivery and performance by it do not require the consent or approval of any governmental authorityof, or if such consent compliance by it with, this Servicing Agreement, or approval is requiredthe consummation by it of the transactions contemplated by this Servicing Agreement, it has except for those which have been obtained.
(dh) This MRB Servicing Agreement, and all documents and instruments contemplated hereby, which are executed and delivered by To the Servicer, will constitute valid, legal and binding obligations of the Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws.
(e) The Servicer is in compliance with and will comply with the non-discrimination provisions of the Civil Rights Act of 1964, the regulations promulgated thereunder, and Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965.
(f) From time to time, the Servicer will report in writing to the Corporation and the Trustee information relating to the Mortgage Loans required pursuant to the ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇ Guides and/or Freddie Mac Guides, and will do every act and thing which may be necessary or reasonably required to perform its duties under this MRB Servicing Agreement and the other Program Documents to which it is a party.
(g) The Servicer agrees that as long as it shall continue to serve in the capacity contemplated under the terms of this MRB Servicing Agreement, it will remain in good standing under the laws of the state best of its organization and qualified under the laws of the State to do business in the Stateknowledge, will not dissolve or otherwise dispose of all or substantially all of its assets and will not voluntarily consolidate with or merge into neither any other entity or permit one or more other entities to consolidate with or merge into it; provided, however, that the Servicer may, without violating the covenant contained in this subsection consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another such entity all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee entity, as the case may be, shall be qualified under the laws of the State to do business in the State, shall be qualified under applicable laws and have all necessary approvals, required of the Servicer to perform the Servicer's duties under this MRB Servicing Agreement, shall assume in writing all of the obligations of the Servicer under this MRB Servicing Agreement and, unless waived in writing by the Corporation, shall have a net worth equal to or greater than the net worth of the Servicer immediately preceding any such merger, consolidation or sale of assets, in which event the Corporation shall release the Servicer in writing concurrently with and contingent upon such assumptions from all obligations so assumed. No merger by or sale of the assets of the Servicer under this subsection shall occur without reasonable prior notice to the Corporation and the Trustee sufficient to allow the Corporation to present any objections to the proposed merger or sale of assets in writing to the Servicer, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇. Any entity into which, pursuant to the terms hereof, the Servicer may be merged or consolidatedfactual information provided by, or any entity resulting from statements made in this Servicing Agreement by, it nor any mergerstatement, conversion report or consolidation other document furnished or to which the Servicer shall be a party, furnished by it pursuant to this Servicing Agreement or in connection with the terms hereof, or any entity succeeding to the business of the Servicer, pursuant to the terms hereof, shall be the successor of the Servicer hereunder without the execution or filing of any document or instrument, or any further act on the part of any of the parties hereto. The Servicer agrees to provide to the Corporation and the Trustee a certificate of an accountant and an opinion of counsel, acceptable to the Corporation, demonstrating that the requirements of this paragraph have been complied with.
(h) No information, statement or report furnished in writing and required hereunder delivered by the Servicer to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, a Lender, the Corporation or the Trustee will, to the knowledge of the Servicer, contain transactions contemplated herein contains any untrue statement of a material fact or omit omits to state a material fact necessary to make the information, statements contained herein or report therein not misleading.
(i) Neither the Servicer nor any "related person," as defined in Section 144(a)(3) It has received and reviewed complete copies of this Servicing Agreement, and each of the Codeother Transaction Documents, shall acquireand agrees that through the term hereof it shall
(i) perform its obligations under this Servicing Agreement in compliance with the provisions of the Transaction Documents which are applicable to it or its duties hereunder and the provisions of this Servicing Agreement relevant to such performance, pursuant to an arrangement, formal or informal, Bonds in an amount related to the amount of ▇▇▇▇▇▇ Mae Securities, ▇▇▇▇▇▇ ▇▇▇ Securities or Freddie Mac PCs to be acquired and (ii) refrain from taking any actions which are prohibited by the Corporation under the Programsuch provisions.
(j) The Servicer If Bonds have been issued, then upon receipt from the Issuer of a complete copy of the Private Placement Memorandum relating to such Bonds, it will promptly review the information therein relating to and furnished by it under the heading “THE SERVICER—Tower Capital Management, LLC” therein, and will deliver to the Issuer on the Closing Date a certificate to the effect that such information relating to and furnished by it is true and correct in all material respects and does not knowingly take any action omit to state a material fact necessary to make the information contained therein not misleading. It is understood and agreed that the representations and warranties set forth in this Section 4.01 shall survive delivery of the Collateral Agent and Custodian’s Tax Lien Files to the Indenture Trustee or fail to take any action or permit any action within its reasonable control to be taken which would impair designee, until the exclusion from gross income for federal income tax purposes of interest on any series of Bonds.
(k) The Servicer is a ▇▇▇▇▇▇ ▇▇▇-approved seller-servicer of ▇▇▇▇▇▇ ▇▇▇ Conventional Mortgage Loans, a Freddie ▇▇▇-approved seller-servicer of Freddie Mac Conventional Mortgage Loans and a ▇▇▇▇▇▇ ▇▇▇-approved issuer-servicer of FHA, USDA/RD and VA Mortgage Loans and an authorized issuer of ▇▇▇▇▇▇ Mae Securities, seller of ▇▇▇▇▇▇ ▇▇▇ Securities and Freddie Mac PCs will remain so approved for the term termination of this MRB Servicing Agreement.
(l) There is no litigation pending or, and shall inure to the Servicer's knowledge, threatened, affecting the right of any benefit of the present members of Issuer, the governing authority or officers of Bank and the Servicer to their respective offices or their jurisdiction or authority over the affairs of the Servicer, nor in any way questioning the execution or validity of the MRB Origination Agreements to which it is a party or this MRB Servicing Agreement; there are no other legal or governmental proceedings other than ordinary routine litigation incident to the business conducted by the Servicer pending (or to the best of the Servicer's knowledge, threatened or contemplated by governmental authority or others) to which the Servicer is or may be a party or by which the Servicer may be bound by which any property of the Servicer is or may be subject, which, if determined adversely to the Servicer, would individually or, in the aggregate, have a material adverse effect on the financial position or results of the ServicerIndenture Trustee.
Appears in 1 contract
Sources: Servicing Agreement
Servicer’s Representations and Warranties. The Servicer hereby represents and warrants to the Corporation thatIssuer and to the Collateral Agent and Custodian, and at all times during the term of the Servicing Agreement shall be deemed to represent and warrant, as follows:
(a) The Servicer is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state Commonwealth of its organization, Virginia and is duly qualified and or will be in good standing compliance with all applicable Laws to transact business the extent such compliance is necessary to enforce each Tax Lien in the State, and possesses all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by the Program Documents to which it is a party and to execute, deliver and comply accordance with its obligations under the terms of the Program Documents to which it is a party, the execution, delivery and performance of which have been duly authorized by all necessary corporate action.this Servicing Agreement;
(b) The execution and delivery of this MRB Servicing Agreement by the Servicer in the manner contemplated herein it and the its performance of and compliance with the terms hereof by it of this Servicing Agreement will not violate (i) its certificate of incorporation organizational documents or by-laws bylaws or similar organizational documents, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this MRB Servicing Agreement applicable to the Servicer and will not constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of of, any material contract, agreement or other instrument to which the Servicer it is a party or which may be applicable to it or any of its assets., which default or breach would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder;
(c) The This Servicing Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(d) It is not in violation of, and the execution and delivery of this MRB Servicing Agreement by the Servicer in the manner contemplated herein it and the its performance and compliance with the terms hereof by it do of this Agreement will not require the consent constitute a violation with respect to, any order or approval decree of any court or any order or regulation of any federal, state, municipal or governmental authority, or if such consent or approval is required, it has been obtained.
(d) This MRB Servicing Agreement, and all documents and instruments contemplated herebyagency having jurisdiction, which are executed violation would have consequences that would materially and delivered by adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the Servicer, will constitute valid, legal and binding obligations performance of the Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws.its duties hereunder;
(e) The Servicer No litigation is in compliance with and will comply with pending or, to the non-discrimination provisions best of the Civil Rights Act of 1964its knowledge, the regulations promulgated thereunder, and Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965.threatened against it which would prohibit its entering into or performing its obligations under this Servicing Agreement or which could have a material adverse effect on its financial condition;
(f) From time It does not believe, nor does it have any reason or cause to timebelieve, that as of the Servicer will report date hereof it cannot perform each and every covenant and obligation on its part hereunder to be performed in writing to accordance with the Corporation and the Trustee information relating to the Mortgage Loans required pursuant to the ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇ Guides and/or Freddie Mac Guides, and will do every act and thing which may be necessary or reasonably required to perform its duties under this MRB Servicing Agreement and the other Program Documents to which it is a party.terms hereof in all material respects;
(g) The Servicer agrees that as long as No consent, approval, authorization or order of any court, governmental agency or governmental body is required for the execution, delivery and performance by it shall continue to serve in the capacity contemplated under the terms of of, or compliance by it with, this MRB Servicing Agreement, or the consummation by it will remain in good standing under the laws of the state of its organization and qualified under the laws of the State to do business in 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, however, that the Servicer may, without violating the covenant contained in transactions contemplated by this subsection consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another such entity all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee entity, as the case may be, shall be qualified under the laws of the State to do business in the State, shall be qualified under applicable laws and have all necessary approvals, required of the Servicer to perform the Servicer's duties under this MRB Servicing Agreement, shall assume in writing all of the obligations of the Servicer under this MRB Servicing Agreement and, unless waived in writing by the Corporation, shall have a net worth equal to or greater than the net worth of the Servicer immediately preceding any such merger, consolidation or sale of assets, in which event the Corporation shall release the Servicer in writing concurrently with and contingent upon such assumptions from all obligations so assumed. No merger by or sale of the assets of the Servicer under this subsection shall occur without reasonable prior notice to the Corporation and the Trustee sufficient to allow the Corporation to present any objections to the proposed merger or sale of assets in writing to the Servicer, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇. Any entity into which, pursuant to the terms hereof, the Servicer may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer shall be a party, pursuant to the terms hereof, or any entity succeeding to the business of the Servicer, pursuant to the terms hereof, shall be the successor of the Servicer hereunder without the execution or filing of any document or instrument, or any further act on the part of any of the parties hereto. The Servicer agrees to provide to the Corporation and the Trustee a certificate of an accountant and an opinion of counsel, acceptable to the Corporation, demonstrating that the requirements of this paragraph have been complied with.;
(h) No informationTo the best of its knowledge, statement neither any factual information provided by, or any statements made in this Servicing Agreement by, it nor any statement, report or other document furnished or to be furnished by it pursuant to this Servicing Agreement or in writing and required hereunder delivered by connection with the Servicer to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, a Lender, the Corporation or the Trustee will, to the knowledge of the Servicer, contain transactions contemplated herein contains any untrue statement of a material fact or omit omits to state a material fact necessary to make the information, statements contained herein or report therein not misleading.;
(i) Neither the Servicer nor any "related person," as defined in Section 144(a)(3) It has received and reviewed complete copies of this Servicing Agreement, and each of the Codeother Transaction Documents, and agrees that through the term hereof it shall acquire(i) perform its obligations under this Servicing Agreement in compliance with the provisions of the Transaction Documents which are applicable to it or its duties hereunder and the provisions of this Servicing Agreement relevant to such performance, pursuant to an arrangement, formal or informal, Bonds in an amount related to the amount of ▇▇▇▇▇▇ Mae Securities, ▇▇▇▇▇▇ ▇▇▇ Securities or Freddie Mac PCs to be acquired and (ii) refrain from taking any actions which are prohibited by the Corporation under the Program.such provisions; and
(j) The Servicer will not knowingly take any action or fail to take any action or permit any action within its reasonable control to be taken which would impair the exclusion from gross income for federal income tax purposes of interest on any series of Bonds[Reserved].
(k) The Servicer is a ▇▇▇▇▇▇ ▇▇▇-approved seller-servicer It has at least $4 million in net equity capital and agrees that it will retain all earnings, net of ▇▇▇▇▇▇ ▇▇▇ Conventional Mortgage Loansapplicable taxes, a Freddie ▇▇▇-approved seller-servicer of Freddie Mac Conventional Mortgage Loans and a ▇▇▇▇▇▇ ▇▇▇-approved issuer-servicer of FHA, USDA/RD and VA Mortgage Loans and an authorized issuer of ▇▇▇▇▇▇ Mae Securities, seller of ▇▇▇▇▇▇ ▇▇▇ Securities and Freddie Mac PCs will remain so approved necessary to maintain at least $4 million in net equity capital (or $10 million in net equity capital if it or any entity that it controls or whose obligations it guarantees in any manner acquires tax liens for its account or for the term account of such other entity) and will thereafter maintain at least $4 million in net equity capital (or $10 million, as the case may be). It is understood and agreed that the representations and warranties set forth in this Section 4.01 shall survive until the termination of this MRB Servicing Agreement.
(l) There is no litigation pending or, and shall inure to the Servicer's knowledge, threatened, affecting the right of any benefit of the present members of Issuer and the governing authority or officers of the Servicer to their respective offices or their jurisdiction or authority over the affairs of the Servicer, nor in any way questioning the execution or validity of the MRB Origination Agreements to which it is a party or this MRB Servicing Agreement; there are no other legal or governmental proceedings other than ordinary routine litigation incident to the business conducted by the Servicer pending (or to the best of the Servicer's knowledge, threatened or contemplated by governmental authority or others) to which the Servicer is or may be a party or by which the Servicer may be bound by which any property of the Servicer is or may be subject, which, if determined adversely to the Servicer, would individually or, in the aggregate, have a material adverse effect on the financial position or results of the ServicerBank.
Appears in 1 contract
Sources: Servicing Agreement
Servicer’s Representations and Warranties. The Servicer hereby represents and warrants to the Corporation that:
(a) The Servicer is a corporation duly organized, validly limited liability company organized and existing and in good standing under the laws of the state State of its organizationDelaware and is, and will remain, in good standing under such laws so long as it shall continue to serve in the capacity contemplated under the terms of this Agreement. The Servicer is duly qualified and in good standing to transact business in the State, and possesses all requisite authority, power, licenses, permits authority and franchises power to conduct any and all business contemplated by the Program Documents to which it is a party and to execute, deliver and comply with its obligations under the terms of the Program Documents to which it is a partyDocuments, the execution, delivery and performance of which have been duly authorized by all necessary corporate action.
(b) The execution and delivery of this MRB Servicing Agreement by the Servicer in the manner contemplated herein and the performance of and compliance with the terms hereof by it will not violate violate
(i) its certificate of incorporation or by-laws or similar organizational documentsbylaws, or (ii) any laws laws, regulations or administrative requirements which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this MRB Servicing Agreement applicable to the Servicer Servicer; and will not constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, under or result in the breach of any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to it or any of its assetsparty.
(c) The execution and delivery of this MRB Servicing Agreement by the Servicer in the manner contemplated herein and the performance and compliance with the terms hereof by it do does not require the consent or approval of any governmental authority, or if such consent or approval is required, it has been obtained.
(d) This MRB Servicing Agreement, and all documents and instruments contemplated hereby, which are executed and delivered by the Servicer, will constitute Agreement constitutes a valid, legal and binding obligations obligation of the Servicer, enforceable in accordance with their its respective terms, except as the enforcement thereof may be limited by applicable debtor relief lawsDebtor Relief Laws.
(e) The Servicer is in compliance with and will comply with the non-discrimination provisions of the Civil Rights Act of 1964, the regulations promulgated thereunder, and Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965.
(f) From time to time, So long as the Servicer will report in writing to the Corporation and the Trustee information relating to the Mortgage Loans required pursuant to the ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇ Guides and/or Freddie Mac Guides, and will do every act and thing which may be necessary or reasonably required to perform its duties under this MRB Servicing Agreement and the other Program Documents to which it is a party.
(g) The Servicer agrees that as long as it shall continue to serve in the capacity contemplated under the terms of this MRB Servicing Agreement, it will remain in good standing under the laws of the state of its organization and qualified under the laws of the State to do business in 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, however, that the Servicer may, without violating the covenant contained in this subsection consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another such entity all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee entity, as the case may be, shall be qualified under the laws of the State to do business in the State, shall be qualified under applicable laws and have all necessary approvals, required of the Servicer to perform the Servicer's duties under this MRB Servicing Agreement, shall assume in writing all of the obligations of the Servicer under this MRB Servicing Agreement and, unless waived in writing by the Corporation, shall have a net worth equal to or greater than the net worth of the Servicer immediately preceding any such merger, consolidation or sale of assets, in which event the Corporation shall release the Servicer in writing concurrently with and contingent upon such assumptions from all obligations so assumed. No merger by or sale of the assets of the Servicer under this subsection shall occur without reasonable prior notice to the Corporation and the Trustee sufficient to allow the Corporation to present any objections to the proposed merger or sale of assets in writing to the Servicer, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇. Any entity into which, pursuant to the terms hereof, the Servicer may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer shall be is and will remain a party, pursuant to the terms hereof, or any entity succeeding to the business of the Servicer, pursuant to the terms hereof, shall be the successor of the Servicer hereunder without the execution or filing of any document or instrument, or any further act on the part of any of the parties hereto. The Servicer agrees to provide to the Corporation and the Trustee a certificate of an accountant and an opinion of counsel, acceptable to the Corporation, demonstrating that the requirements of this paragraph have been complied with.
(h) No information, statement or report furnished in writing and required hereunder delivered by the Servicer to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, a Lender, the Corporation or the Trustee will, to the knowledge of the Servicer, contain any untrue statement of a material fact or omit a material fact necessary to make the information, statements or report not misleading.
(i) Neither the Servicer nor any "related person," as defined in Section 144(a)(3) of the Code, shall acquire, pursuant to an arrangement, formal or informal, Bonds in an amount related to the amount of ▇▇▇▇▇▇ Mae Securities, ▇▇▇▇▇▇ ▇▇▇ Securities or Freddie Mac PCs to be acquired by the Corporation under the Program.
(j) The Servicer will not knowingly take any action or fail to take any action or permit any action within its reasonable control to be taken which would impair the exclusion from gross income for federal income tax purposes of interest on any series of Bonds.
(k) The Servicer is a ▇▇▇▇▇▇ ▇▇▇-approved GSE-approved seller-servicer of ▇▇▇▇▇▇ ▇▇▇ Conventional Mortgage LoansConventional, a Freddie ▇▇▇-approved seller-servicer of Freddie Mac Conventional FHA Insured, VA Guaranteed, and RHS Guaranteed Mortgage Loans and a ▇▇▇▇▇▇ ▇▇▇-approved issuer-servicer of FHA, USDA/RD is and VA Mortgage Loans and will remain an authorized issuer of ▇▇▇▇▇▇ Mae Securities, seller of ▇▇▇▇▇▇ ▇▇▇ Securities and Freddie Mac PCs will remain so approved GNMA MBS Certificates with experience serving as Servicer for the term of this MRB Servicing AgreementMortgage Loans.
(lf) There On the date hereof, there is no litigation pending orpending, to the Servicer's knowledge, threatened, affecting the right of any of the present members of the governing authority or officers of the Servicer to their respective offices or their jurisdiction or authority over the affairs of the Servicer, nor in any way questioning the execution or validity of the MRB Origination Agreements to which it is a party or this MRB Servicing Agreement; there are no other legal or governmental proceedings other than ordinary routine litigation incident to the business conducted by the Servicer pending (or to the best of the Servicer's ’s knowledge, threatened litigation, examination, investigation, or contemplated by governmental authority or others) to which administrative proceedings against the Servicer is or may be a party or by which the Servicer may be bound by which any property of the Servicer is or may be subjectServicer, which, if determined adversely to the Servicerdetermined, would individually or, in materially affect Servicer and its assets or its ability to purchase and service Mortgage Loans and administer the aggregate, have a material adverse effect Programs existing on the financial position or results of the Servicerdate hereof.
Appears in 1 contract
Sources: Master Servicing and Sale Agreement