CERTIFICATE OF CORPORATE DEBT COMPLIANCE
[NAME OF FANNIE MAE-APPROVED LENDER] a [TYPE OF LENDER
ENTITY] (“Lender”), delivers this Certificate of Corporate Debt Compliance dated as
of _______________, (“Certificate”) to FANNIE MAE, the corporation duly organized
under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C.
§1716 et seq. and duly organized and existing under the laws of the United States
(“Fannie Mae”), to represent, warrant, and confirm the terms of a proposed credit
facility.
Capitalized terms used but not otherwise defined in this Certificate have the
meanings ascribed to them in the Lender Contract or in Fannie Mae’s Multifamily Selling
and Servicing Guide, as the case may be.
Each of the undersigned hereby acknowledges, represents, certifies, and
covenants that each of the following statements is true, correct, and complete as of the
date hereof:
1.
[NAME OF CREDIT FACILITY BORROWER] (“Borrower”) intends to
obtain [describe warehouse/corporate operating/other type of financing] from
[NAME OF CREDIT FACILITY LENDER] (“Creditor”) in the maximum
amount of $___________________ (the “Credit Facility”).
2.
Borrower is an Affiliate of Lender.
3.
Lender has reviewed all documents that will evidence and secure the Credit
Facility (the “Facility Documents”), and is aware of the final terms and
conditions of the Credit Facility.
4.
Liability and debt service for the Credit Facility will not affect Lender’s
Acceptable Net Worth or Operational Liquidity.
5.
Lender will not guaranty, or otherwise be obligated to pay or perform, any
obligation to Creditor under the Credit Facility.
6.
None of the assets securing Lender’s obligations to Fannie Mae will be pledged to
Creditor to secure the Credit Facility. Collateral pledged to Creditor to secure the
Credit Facility will expressly exclude (a) all mortgage servicing rights held by
Lender or Borrower pursuant to any agreement between Fannie Mae and Lender
or any Lender Affiliate (collectively, the “Lender Contract”); (b) all custodial,
clearing, suspense, escrow, and other accounts maintained by Lender for
collection or processing of principal, interest, impound, or other payments with
respect to Mortgage Loans serviced by Lender on behalf of Fannie Mae; (c) all
funds held by Lender in any such account; and (d) Lender’s Restricted Liquidity
held in Lender’s Fannie Mae Reserve Account.
Certificate of Corporate Debt Compliance
[APPROVED FANNIE MAE LENDER NAME]
[CORPORATE DEBT BORROWER NAME]
Form 4202
08/14
Page 1
© 2014 Fannie Mae
7.
None of the Facility Documents will grant to Creditor the right to seize servicing
of any Mortgage Loan serviced by Lender for the benefit or on behalf of Fannie
Mae.
8.
No direct or indirect ownership interest in Lender will be pledged to Creditor to
secure the Credit Facility or, if such a pledge will be granted, any such pledge will
be expressly subject and subordinate to all rights of Fannie Mae under the Lender
Contract, including but not limited to (a) Fannie Mae’s right to terminate the
Lender Contract at any time, with or without cause; and (b) Fannie Mae’s right to
consent to ownership of Lender by a Person other than the Person approved by
Fannie Mae to own Lender.
9.
Creditor consent will not be required prior to modification of the Lender Contract
by Fannie Mae and Lender consistent with modifications generally applicable to
any Fannie Mae multifamily product for which Lender is authorized, and such
modification without Creditor consent will not constitute a breach of the Facility
Documents by Lender.
10.
The Facility Documents require Creditor and Borrower to deliver to Fannie Mae a
copy of any notice delivered by either of them to the other pursuant to the Facility
Documents.
11.
None of Lender, Borrower, or Creditor will agree to any modification of any of
the Facility Documents that would cause any statement in this Certificate to be
untrue.
12.
Each individual Person who executes this Certificate on behalf of either Lender or
Borrower has all requisite knowledge and authority necessary to bind the party for
whom such execution is delivered.
By delivering this Certificate, Lender acknowledges that any untrue statement in this
Certificate will constitute a breach of the Lender Contract.
Certificate of Corporate Debt Compliance
[APPROVED FANNIE MAE LENDER NAME]
[CORPORATE DEBT BORROWER NAME]
Form 4202
xx-14
Page 2
© 2014 Fannie Mae
IN WITNESS WHEREOF, each of Lender, Borrower, and Creditor has signed
and delivered this Certificate under seal (where applicable) or has caused this Certificate
to be signed and delivered under seal (where applicable) by its duly authorized
representative.
[LENDER NAME]:
By:
Name:
Title:
Date:
[BORROWER NAME]:
By:
Name:
Title:
Date:
[CREDITOR NAME]:
By:
Name:
Title:
Date:
Certificate of Corporate Debt Compliance
[APPROVED FANNIE MAE LENDER NAME]
[CORPORATE DEBT BORROWER NAME]
Form 4202
xx-14
Page 3
© 2014 Fannie Mae