Representations and Warranties of the Sponsor Regarding the Mortgage Loans; Removal of Certain Mortgage Loans. (a) The Sponsor hereby makes the following representations and warranties on which the Issuer is deemed to have relied in acquiring the Mortgage Loans and upon which the Insurer is deemed to rely in issuing the Policy. Such representations and warranties speak as of the execution and delivery of this Agreement, as of the Closing Date and as of the applicable Transfer Date with respect to the Mortgage Loans, but shall survive the sale, transfer, and assignment of the Mortgage Loans to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture, (i) As of the Closing Date with respect to the Mortgage Loans and as of the related Transfer Date with respect to any Eligible Substitute Mortgage Loans and with respect to any HELOC Mortgage Loan, as of the date any Additional Balance is created, the information set forth in the Mortgage Loan Schedule for such Mortgage Loans is true and correct in all material respects; (ii) Each Mortgage Loan is being serviced by the Servicer; (iii) The applicable Cut-Off Date Principal Balance has not been assigned or pledged, and the Sponsor is the sole owner and holder of such Cut-Off Date Principal Balance free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature, and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage Loans, to sell, assign or transfer the same pursuant to this Agreement, and upon its acquisition of the Mortgage Loans, the Trust will be the sole owner of the Cut-Off Date Principal Balance free and clear of any and all liens claims, encumbrances, participating interests, equities, pledges, charges, or security interests of any nature; (iv) Except with respect to liens released immediately prior to the transfer herein contemplated, each Credit Line Agreement and each Mortgage Note and related Mortgage has not been assigned or pledged and immediately prior to the transfer and assignment herein contemplated, the Sponsor held good, marketable and indefeasible title to, and was the sole owner and holder of, each Mortgage Loan subject to no liens, charges, mortgages, claims, participation interests, equities, pledges or security interests of any nature, encumbrances or rights of others (collectively, a "Lien"); the Sponsor has full right and authority under all governmental and regulatory bodies having jurisdiction over the Sponsor, subject to no interest or participation of, or agreement with, any party, to sell and assign the same pursuant to this Agreement; and immediately upon the transfers and assignments herein contemplated, the Sponsor shall have transferred all of its right, title and interest in and to each Mortgage Loan and the Trust will hold good, marketable and indefeasible title, to, and be the sole owner of, each Mortgage Loan subject to no Liens; (v) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, the related Mortgage is a valid and subsisting first or second lien, as set forth on the Mortgage Loan Schedule with respect to each related Mortgaged Property, and as of the applicable Cut-Off Date the related Mortgaged Property is free and clear of all encumbrances and liens having priority over the first or second lien, as applicable, of such Mortgage except for liens for (i) real estate taxes and special assessments not yet delinquent; (ii) any first mortgage loan secured by such Mortgaged Property and specified on the Mortgage Loan Schedule; (iii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording that are acceptable to mortgage lending institutions generally or specifically reflected in the appraisals; and (iv) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage; (vi) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no valid right of rescission offset, defense (including the defense of usury) or counterclaim of any obligor under any Loan Agreement or Mortgage; (vii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property; (viii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property, nor is such a proceeding currently occurring, and such property is in good repair and is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended; (ix) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be, liens prior or equal to the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy or other title protection referred to in clause (xiv); (x) No Minimum Monthly Payment is more than 59 days delinquent (measured on a contractual basis); (xi) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, for each Mortgage Loan, the related Mortgage File contains each of the documents and instruments specified to be included therein and such Mortgage File has been delivered to the Indenture Trustee; (xii) The related Loan Agreement and the related Mortgage at origination complied in all material respects with applicable state and federal laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, recording or disclosure laws applicable to the Mortgage Loans and consummation of the transactions contemplated hereby, including without limitation the receipt of interest, will not involve the violation or such laws; (xiii) On the Closing Date with respect to the Mortgage Loans and to the extent not already included in such filing, on the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, the Sponsor has filed UCC-1 financing statements with respect to such Mortgage Loans; (xiv) A lender's policy of title insurance, xxxxxxxXxxxx.xxx lender master protection program (standard mortgage guaranty) or a commitment (binder) to issue the same or an attorney's certificate or opinion of title was effective on the date of the origination of each mortgage loan and each such policy or certificate or opinion of title is valid and remains in full force and effect; (xv) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, none of the Mortgaged Properties is a mobile home or a manufactured housing unit; (xvi) As of the Cut-Off Date for the Mortgage Loans no more than (a) 0.50% of the Pool I Mortgage Loans (by Pool I Balance), (b) 0.63% of the Pool II Mortgage Loans (by Pool II Balance) or (c) 2.94% of the Pool III Mortgage Loans (by Pool III Balance) are secured by Mortgaged Properties located in one United States postal zip code; (xvii) The Combined Loan-to-Value Ratio for each Pool I Mortgage Loan was not in excess of 100%, the Combined Loan-to-Value Ratio for each Pool II Mortgage Loan was not in excess of 100% and the Combined Loan-to-Value Ratio for each Pool III Mortgage Loan was not in excess of 100%; (xviii) Each Pool I Mortgage Loan substantially conforms to all applicable loan origination standards with respect to loan balances as of the date of origination set forth by Xxxxxx Xxx. (xix) Each Pool II Mortgage Loan substantially conforms to all applicable loan origination standards with respect to loan balances as of the date of origination set forth by Xxxxxxx Mac. (xx) No selection procedure reasonably believed by the Sponsor to be adverse to the interests of the Noteholders or the Insurer was utilized in selecting the Mortgage Loans for sale to the Trust, provided, however, that the Mortgage Loans were selected from the pool of Mortgage Loans originated in connection with the Servicer's mortgage loan origination program; (xxi) The Sponsor has not transferred the Mortgage Loans to the Trust with any intent to hinder, delay or defraud any of its creditors; (xxii) The Minimum Monthly Payment with respect to any Mortgage Loan is not less than the interest accrued at the applicable Loan Rate on the average daily Principal Balance during the interest period relating to the date on which such Minimum Monthly Payment is due; (xxiii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, each Loan Agreement and each Mortgage Loan is genuine and is a legal, valid, binding and enforceable obligation of the related Mortgagor, except as the enforceability thereof may be limited by the bankruptcy, insolvency or similar laws affecting creditors' rights generally; (xxiv) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there has been no default, breach, violation or event of acceleration of any senior mortgage loan related to a Mortgaged Property that has not been cured by a party other than the Servicer; (xxv) The terms of each Mortgage Note and each Mortgage have not been impaired, altered or modified in any respect, except by a written instrument which (if such instrument is secured by real property) has been recorded, if necessary, to protect the interest of the Noteholders and which has been delivered to the Indenture Trustee. The substance of any such alteration or modification is reflected on the related Mortgage Loan Schedule and has been approved by the primary mortgage guaranty insurer, if any; (xxvi) The definition of "prime rate" in each Credit Line Agreement relating to a HELOC Mortgage Loan does not differ materially from the definition in the form of Credit Line Agreement in Exhibit D; (xxvii) The weighted average remaining term to maturity of the Pool I Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 197 months. The weighted average remaining term to maturity of the Pool II Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 199 months. The weighted average remaining term to maturity of the Pool III Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 195 months. On each date that the Loan Rates relating to HELOC Mortgage Loans have been adjusted, interest rate adjustments on the HELOC Mortgage Loans were made in compliance with the related Mortgages and Credit Line Agreement and applicable law. Over the term of each HELOC Mortgage Loan, the Loan Rate may not exceed the related Loan Rate Cap, if any. With respect to the Pool I HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00%. With respect to the Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00%. With respect to the Pool III HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00%. With respect to the Pool I HELOC Mortgage Loans, the margins range between
Appears in 1 contract
Samples: Sale and Servicing Agreement (Greenpoint Mortgage Securities Inc/)
Representations and Warranties of the Sponsor Regarding the Mortgage Loans; Removal of Certain Mortgage Loans. (a) The Sponsor hereby makes the following representations and warranties on which the Issuer is deemed to have relied in acquiring the Mortgage Loans and upon which the Insurer is deemed to rely in issuing the Policy. Such representations and warranties speak as of the execution and delivery of this Agreement, as of the Closing Date and as of the applicable Transfer Date with respect to the Mortgage Loans, but shall survive the sale, transfer, and assignment of the Mortgage Loans to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture,
(i) As of the Closing Date with respect to the Mortgage Loans and as of the related Transfer Date with respect to any Eligible Substitute Mortgage Loans and with respect to any HELOC Mortgage Loan, as of the date any Additional Balance is created, the information set forth in the Mortgage Loan Schedule for such Mortgage Loans is true and correct in all material respects;
(ii) Each Mortgage Loan is being serviced by the Servicer;
(iii) The applicable Cut-Off Date Principal Balance has not been assigned or pledged, and the Sponsor is the sole owner and holder of such Cut-Off Date Principal Balance free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature, and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage Loans, to sell, assign or transfer the same pursuant to this Agreement, Agreement and upon its acquisition of the Mortgage Loans, the Trust will be the sole owner of the Cut-Off Date Principal Balance free and clear of any and all liens claims, encumbrances, participating interests, equities, pledges, charges, or security interests of any nature;
(iv) Except with respect to liens released immediately prior to the transfer herein contemplated, each Credit Line Agreement and each Mortgage Note and related Mortgage has not been assigned or pledged and immediately prior to the transfer and assignment herein contemplated, the Sponsor held good, marketable and indefeasible title to, and was the sole owner and holder of, each Mortgage Loan subject to no liens, charges, mortgages, claims, participation interests, equities, pledges or security interests of any nature, encumbrances or rights of others (collectively, a "Lien"); the Sponsor has full right and ---- authority under all governmental and regulatory bodies having jurisdiction over the Sponsor, subject to no interest or participation of, or agreement with, any party, to sell and assign the same pursuant to this Agreement; and immediately upon the transfers and assignments herein contemplated, the Sponsor shall have transferred all of its right, title and interest in and to each Mortgage Loan and the Trust will hold good, marketable and indefeasible title, to, and be the sole owner of, each Mortgage Loan subject to no Liens;
(v) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, the related Mortgage is a valid and subsisting first or second lien, as set forth on the Mortgage Loan Schedule with respect to each related Mortgaged Property, and as of the applicable Cut-Off Date the related Mortgaged Property is free and clear of all encumbrances and liens having priority over the first or second lien, as applicable, of such Mortgage except for liens for (i) real estate taxes and special assessments not yet delinquent; (ii) any first mortgage loan secured by such Mortgaged Property and specified on the Mortgage Loan Schedule; (iii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording that are acceptable to mortgage lending institutions generally or specifically reflected in the appraisals; and (iv) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage;
(vi) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no valid right of rescission offset, defense (including the defense of usury) or counterclaim of any obligor under any Loan Agreement or Mortgage;
(vii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property;
(viii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property, nor is such a proceeding currently occurring, and such property is in good repair and is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;
(ix) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be, liens prior or equal to the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy or other title protection referred to in clause (xiv);
(x) No Minimum Monthly Payment is more than 59 days delinquent (measured on a contractual basis);
(xi) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, for each Mortgage Loan, the related Mortgage File contains each of the documents and instruments specified to be included therein and such Mortgage File has been delivered to the Indenture Trustee;
(xii) The related Loan Agreement and the related Mortgage at origination complied in all material respects with applicable state and federal laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, recording or disclosure laws applicable to the Mortgage Loans and consummation of the transactions contemplated hereby, including without limitation the receipt of interest, will not involve the violation or such laws;
(xiii) On the Closing Date with respect to the Mortgage Loans and to the extent not already included in such filing, on the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, the Sponsor has filed UCC-1 financing statements with respect to such Mortgage Loans;
(xiv) A lender's policy of title insurance, xxxxxxxXxxxx.xxx lender master protection program (standard mortgage guaranty) or a commitment (binder) to issue the same or an attorney's certificate or opinion of title was effective on the date of the origination of each mortgage loan and each such policy or certificate or opinion of title is valid and remains in full force and effect;
(xv) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, none of the Mortgaged Properties is a mobile home or a manufactured housing unit;
(xvi) As of the Cut-Off Date for the Mortgage Loans no more than (a) 0.50% of the Pool I Mortgage Loans (by Pool I Balance), (b) 0.63% of the Pool II Mortgage Loans (by Pool II Balance) or (c) 2.94% of the Pool III Mortgage Loans (by Pool III Balance) are secured by Mortgaged Properties located in one United States postal zip code;
(xvii) The Combined Loan-to-Value Ratio for each Pool I Mortgage Loan was not in excess of 100%, the Combined Loan-to-Value Ratio for each Pool II Mortgage Loan was not in excess of 100% and the Combined Loan-to-Value Ratio for each Pool III Mortgage Loan was not in excess of 100%;
(xviii) Each Pool I Mortgage Loan substantially conforms to all applicable loan origination standards with respect to loan balances as of the date of origination set forth by Xxxxxx Xxx.
(xix) Each Pool II Mortgage Loan substantially conforms to all applicable loan origination standards with respect to loan balances as of the date of origination set forth by Xxxxxxx Mac.
(xx) No selection procedure reasonably believed by the Sponsor to be adverse to the interests of the Noteholders or the Insurer was utilized in selecting the Mortgage Loans for sale to the Trust, provided, however, that the Mortgage Loans were selected from the pool of Mortgage Loans originated in connection with the Servicer's mortgage loan origination program;
(xxi) The Sponsor has not transferred the Mortgage Loans to the Trust with any intent to hinder, delay or defraud any of its creditors;
(xxii) The Minimum Monthly Payment with respect to any Mortgage Loan is not less than the interest accrued at the applicable Loan Rate on the average daily Principal Balance during the interest period relating to the date on which such Minimum Monthly Payment is due;
(xxiii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, each Loan Agreement and each Mortgage Loan is genuine and is a legal, valid, binding and enforceable obligation of the related Mortgagor, except as the enforceability thereof may be limited by the bankruptcy, insolvency or similar laws affecting creditors' rights generally;
(xxiv) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there has been no default, breach, violation or event of acceleration of any senior mortgage loan related to a Mortgaged Property that has not been cured by a party other than the Servicer;
(xxv) The terms of each Mortgage Note and each Mortgage have not been impaired, altered or modified in any respect, except by a written instrument which (if such instrument is secured by real property) has been recorded, if necessary, to protect the interest of the Noteholders and which has been delivered to the Indenture Trustee. The substance of any such alteration or modification is reflected on the related Mortgage Loan Schedule and has been approved by the primary mortgage guaranty insurer, if any;
(xxvi) The definition of "prime rate" in each Credit Line Agreement relating to a HELOC Mortgage Loan does not differ materially from the definition in the form of Credit Line Agreement in Exhibit D;
(xxvii) The weighted average remaining term to maturity of the Pool I Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 197 months. The weighted average remaining term to maturity of the Pool II Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 199 months. The weighted average remaining term to maturity of the Pool III Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 195 months. On each date that the Loan Rates relating to HELOC Mortgage Loans have been adjusted, interest rate adjustments on the HELOC Mortgage Loans were made in compliance with the related Mortgages and Credit Line Agreement and applicable law. Over the term of each HELOC Mortgage Loan, the Loan Rate may not exceed the related Loan Rate Cap, if any. With respect to the Pool I HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00%. With respect to the Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00%. With respect to the Pool III HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00%. With respect to the Pool I HELOC Mortgage Loans, the margins range betweenEligible
Appears in 1 contract
Samples: Sale and Servicing Agreement (Greenpoint Mortgage Securities Inc/)
Representations and Warranties of the Sponsor Regarding the Mortgage Loans; Removal of Certain Mortgage Loans. (a) The Sponsor hereby makes the following representations and warranties on which the Issuer is deemed to have relied in acquiring the Mortgage Loans and upon which the Insurer is deemed to rely in issuing the Policy, and upon which Xxxxxxx Mac is deemed to have relied as well. Such representations and warranties speak as of the execution and delivery of this Agreement, as of the Closing Date and as of the applicable Transfer Date with respect to the Mortgage Loans, but shall survive the sale, transfer, and assignment of the Mortgage Loans to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the IndenturePooling Agreement,
(i) As of the Closing Date with respect to the Mortgage Loans and as of the related Transfer Date with respect to any Eligible Substitute Mortgage Loans and with respect to any HELOC Mortgage Loan, as of the date any Additional Balance is created, the information set forth in the Mortgage Loan Schedule for such Mortgage Loans is true and correct in all material respects;
(ii) Each Mortgage Loan is being serviced by the Servicer;
(iii) The applicable Cut-Off Date Principal Balance has not been assigned or pledged, and the Sponsor is the sole owner and holder of such Cut-Off Date Principal Balance free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature, and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage Loans, to sell, assign or transfer the same pursuant to this Agreement, and upon its acquisition of the Mortgage Loans, the Trust will be the sole owner of the Cut-Off Date Principal Balance free and clear of any and all liens claims, encumbrances, participating interests, equities, pledges, charges, or security interests of any nature;
(iv) Except with respect to liens released immediately prior to the transfer herein contemplated, each Credit Line Agreement and each Mortgage Note and related Mortgage has not been assigned or pledged and immediately prior to the transfer and assignment herein contemplated, the Sponsor held good, marketable and indefeasible title to, and was the sole owner and holder of, each Mortgage Loan subject to no liens, charges, mortgages, claims, participation interests, equities, pledges or security interests of any nature, encumbrances or rights of others (collectively, a "Lien"); the Sponsor has full right and authority under all governmental and regulatory bodies having jurisdiction over the Sponsor, subject to no interest or participation of, or agreement with, any party, to sell and assign the same pursuant to this Agreement; and immediately upon the transfers and assignments herein contemplated, the Sponsor shall have transferred all of its right, title and interest in and to each Mortgage Loan and the Trust will hold good, marketable and indefeasible title, to, and be the sole owner of, each Mortgage Loan subject to no Liens;
(v) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, the related Mortgage is a valid and subsisting first or second lien, as set forth on the Mortgage Loan Schedule with respect to each related Mortgaged Property, and as of the applicable Cut-Off Date the related Mortgaged Property is free and clear of all encumbrances and liens having priority over the first or second lien, as applicable, of such Mortgage except for liens for (i) real estate taxes and special assessments not yet delinquent; (ii) any first mortgage loan secured by such Mortgaged Property and specified on the Mortgage Loan Schedule; (iii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording that are acceptable to mortgage lending institutions generally or specifically reflected in the appraisals; and (iv) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage;
(vi) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no valid right of rescission offset, defense (including the defense of usury) or counterclaim of any obligor under any Loan Agreement or Mortgage;
(vii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property;
(viii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property, nor is such a proceeding currently occurring, and such property is in good repair and is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;
(ix) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be, liens prior or equal to the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy or other title protection referred to in clause (xiv);
(x) No Minimum Monthly Payment is more than 59 days delinquent (measured on a contractual basis);
(xi) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, for each Mortgage Loan, the related Mortgage File contains each of the documents and instruments specified to be included therein and such Mortgage File has been delivered to the Indenture Trustee;
(xii) The related Loan Agreement and the related Mortgage at origination complied in all material respects with applicable state and federal laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, recording or disclosure laws applicable to the Mortgage Loans and consummation of the transactions contemplated hereby, including without limitation the receipt of interest, will not involve the violation or such laws;
(xiii) On the Closing Date with respect to the Mortgage Loans and to the extent not already included in such filing, on the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, the Sponsor has filed UCC-1 financing statements with respect to such Mortgage Loans;
(xiv) A lender's policy of title insurance, xxxxxxxXxxxx.xxx lender master protection program (standard mortgage guaranty) or a commitment (binder) to issue the same or an attorney's certificate or opinion of title was effective on the date of the origination of each mortgage loan and each such policy or certificate or opinion of title is valid and remains in full force and effect;
(xv) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, none of the Mortgaged Properties is a mobile home or a manufactured housing unit;
(xvi) As of the Cut-Off Date for the Mortgage Loans no more than (a) 0.500.83% of the Pool I Mortgage Loans (by Pool I Balance), or (b) 0.632.58% of the Pool II Mortgage Loans (by Pool II Balance) or (c) 2.94% of the Pool III Mortgage Loans (by Pool III Balance) are secured by Mortgaged Properties located in one United States postal zip code;
(xvii) The Combined Loan-to-Value Ratio for each Pool I Mortgage Loan was not in excess of 100%, % and the Combined Loan-to-Value Ratio for each Pool II Mortgage Loan was not in excess of 100% and the Combined Loan-to-Value Ratio for each Pool III Mortgage Loan was not in excess of 100%;
(xviii) Each Pool I Mortgage Loan substantially conforms to all applicable loan origination standards with respect to loan balances as of the date of origination set forth by Xxxxxx Xxx.
(xix) Each Pool II Mortgage Loan substantially conforms to all applicable loan origination standards with respect to loan balances as of the date of origination set forth by Xxxxxxx Mac.
(xxxix) No selection procedure reasonably believed by the Sponsor to be adverse to the interests of the Noteholders or Securityholders, the Insurer or Xxxxxxx Mac was utilized in selecting the Mortgage Loans for sale to the Trust, provided, however, that the Mortgage Loans were selected from the pool of Mortgage Loans originated in connection with the Servicer's mortgage loan origination program;
(xxixx) The Sponsor has not transferred the Mortgage Loans to the Trust with any intent to hinder, delay or defraud any of its creditors;
(xxiixxi) The Minimum Monthly Payment with respect to any Mortgage Loan is not less than the interest accrued at the applicable Loan Rate on the average daily Principal Balance during the interest period relating to the date on which such Minimum Monthly Payment is due;
(xxiiixxii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, each Loan Agreement and each Mortgage Loan is genuine and is a legal, valid, valid and binding obligation and is an enforceable obligation of the related Mortgagor, except as the enforceability thereof may be limited by the bankruptcy, insolvency or similar laws affecting creditors' rights generally;
(xxivxxiii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there has been no default, breach, violation or event of acceleration of any senior mortgage loan related to a Mortgaged Property that has not been cured by a party other than the Servicer;
(xxvxxiv) The terms of each Mortgage Note and each Mortgage have not been impaired, altered or modified in any respect, except by a written instrument which (if such instrument is secured by real property) has been recorded, if necessary, to protect the interest of the Noteholders Securityholders and which has been delivered to the Indenture Trustee. The substance of any such alteration or modification is reflected on the related Mortgage Loan Schedule and has been approved by the primary mortgage guaranty insurer, if any;
(xxvixxv) The definition of "prime rate" in each Credit Line Agreement relating to a HELOC Mortgage Loan does not differ materially from the definition in the form of Credit Line Agreement in Exhibit D;
(xxviixxvi) The weighted average remaining term to maturity of the Pool I Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 197 months. The weighted average remaining term to maturity of 205 months and for the Pool II Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 199 months. The weighted average remaining term to maturity of the Pool III Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 195 203 months. On each date that the Loan Rates relating to HELOC Mortgage Loans have been adjusted, interest rate adjustments on the HELOC Mortgage Loans were made in compliance with the related Mortgages and Credit Line Agreement and applicable law. Over the term of each HELOC Mortgage Loan, the Loan Rate may not exceed the related Loan Rate Cap, if any. With respect to the Pool I HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00%. With respect to the Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00%. With respect to the Pool III HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00%. With respect to the Pool I HELOC Mortgage Loans, the margins range betweenbetween 0.00% and 8.00% and the weighted average margin is approximately 2.96% as of the related Cut-Off Date. With respect to the Pool II HELOC Mortgage Loans, the margins range between 0.00% and 6.52% and the weighted average margin is approximately 3.01% as of the related Cut-Off Date. The Loan Rates on the Pool I Mortgage Loans range between 2.48% and 16.27%, the Loan Rates on the Pool II Mortgage Loans range between 5.85% and 16.02% and the weighted average Loan Rate is approximately 9.15% for Pool I and 9.95% for Pool II;
(xxvii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, each Mortgaged Property consists of a single parcel of real property with a one-to-four unit single family residence erected thereon, or an individual condominium unit, planned unit development unit or townhouse;
(xxviii) No more than 27.91% (by Pool I Balance) of the Pool I Mortgage Loans are secured by real property improved by individual condominium units, planned development units or two-to-four family residences erected thereon, and approximately 72.09% (by Pool I Balance) of the Pool I Mortgage Loans are secured by real property with a one-family residence erected thereon. No more than 28.89% (by Pool II Balance) of the Pool II Mortgage Loans are secured by real property improved by individual condominium units, planned development units or two-to-four family residences erected thereon, and approximately 71.11% (by Pool II Balance) of the Pool II Mortgage Loans are secured by real property with a one-family residence erected thereon;
Appears in 1 contract
Samples: Sale and Servicing Agreement (Greenpoint Mortgage Securities Inc/)
Representations and Warranties of the Sponsor Regarding the Mortgage Loans; Removal of Certain Mortgage Loans. (a) The Sponsor hereby makes the following representations and warranties on which the Issuer is deemed to have relied in acquiring the Mortgage Loans and upon which the Insurer is deemed to rely in issuing the Policy. Such representations and warranties speak as of the execution and delivery of this Agreement, as of the Closing Date and as of the applicable Transfer Date with respect to the Mortgage Loans, but shall survive the sale, transfer, and assignment of the Mortgage Loans to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture,
(i) As of the Closing Date with respect to the Mortgage Loans and as of the related Transfer Date with respect to any Eligible Substitute Mortgage Loans and with respect to any HELOC Mortgage Loan, as of the date any Additional Balance is created, the information set forth in the Mortgage Loan Schedule for such Mortgage Loans is true and correct in all material respects;
(ii) Each Mortgage Loan is being serviced by the Servicer;
(iii) The applicable Cut-Off Date Principal Balance has not been assigned or pledged, and the Sponsor is the sole owner and holder of such Cut-Off Date Principal Balance free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature, and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage Loans, to sell, assign or transfer the same pursuant to this Agreement, Agreement and upon its acquisition of the Mortgage Loans, the Trust will be the sole owner of the Cut-Off Date Principal Balance free and clear of any and all liens claims, encumbrances, participating interests, equities, pledges, charges, or security interests of any nature;
(iv) Except with respect to liens released immediately prior to the transfer herein contemplated, each Credit Line Agreement and each Mortgage Note and related Mortgage has not been assigned or pledged and immediately prior to the transfer and assignment herein contemplated, the Sponsor held good, marketable and indefeasible title to, and was the sole owner and holder of, each Mortgage Loan subject to no liens, charges, mortgages, claims, participation interests, equities, pledges or security interests of any nature, encumbrances or rights of others (collectively, a "Lien"); the Sponsor has full right and authority under all governmental and regulatory bodies having jurisdiction over the Sponsor, subject to no interest or participation of, or agreement with, any party, to sell and assign the same pursuant to this Agreement; and immediately upon the transfers and assignments herein contemplated, the Sponsor shall have transferred all of its right, title and interest in and to each Mortgage Loan and the Trust will hold good, marketable and indefeasible title, to, and be the sole owner of, each Mortgage Loan subject to no Liens;
(v) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, the related Mortgage is a valid and subsisting first or second lien, as set forth on the Mortgage Loan Schedule with respect to each related Mortgaged Property, and as of the applicable Cut-Off Date the related Mortgaged Property is free and clear of all encumbrances and liens having priority over the first or second lien, as applicable, of such Mortgage except for liens for (i) real estate taxes and special assessments not yet delinquent; (ii) any first mortgage loan secured by such Mortgaged Property and specified on the Mortgage Loan Schedule; (iii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording that are acceptable to mortgage lending institutions generally or specifically reflected in the appraisals; and (iv) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage;
(vi) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no valid right of to rescission offset, defense (including the defense of usury) or counterclaim of any obligor under any Loan Agreement or Mortgage;
(vii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property;
(viii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property, nor is such a proceeding currently occurring, and such property is in good repair and is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;
(ix) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be, liens prior or equal to the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy or other title protection referred to in clause (xiv);
(x) No Minimum Monthly Payment is more than 59 days delinquent (measured on a contractual basis);
(xi) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, for each Mortgage Loan, the related Mortgage File contains each of the documents and instruments specified to be included therein and such Mortgage File has been delivered to the Indenture Trustee;
(xii) The related Loan Agreement and the related Mortgage at origination complied in all material respects with applicable state and federal laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, recording or disclosure laws applicable to the Mortgage Loans and consummation of the transactions contemplated hereby, including without limitation the receipt of interest, will not involve the violation or such laws;
(xiii) On the Closing Date with respect to the Mortgage Loans and to the extent not already included in such filing, on the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, the Sponsor has filed UCC-1 financing statements with respect to such Mortgage Loans;
(xiv) A lender's policy of title insurance, xxxxxxxXxxxx.xxx lender master protection program (standard mortgage guaranty) or a commitment (binder) to issue the same or an attorney's certificate or opinion of title was effective on the date of the origination of each mortgage loan and each such policy or certificate or opinion of title is valid and remains in full force and effect;
(xv) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, none of the Mortgaged Properties is a mobile home or a manufactured housing unit;
(xvi) As of the Cut-Off Date for the Mortgage Loans no more than (a) 0.502.20% of the Pool I Mortgage Loans (by Pool I Balance), ) and (b) 0.630.62% of the Pool II Mortgage Loans (by Pool II Balance) or (c) 2.94% of the Pool III Mortgage Loans (by Pool III Balance) are secured by Mortgaged Properties located in one United States postal zip code;
(xvii) The Combined Loan-to-Value Ratio for each Pool I Mortgage Loan was not in excess of 100%, the Combined Loan-to-Value Ratio for each Pool II Mortgage Loan was not in excess of 100% and the Combined Loan-to-Value Ratio for each Pool III II Mortgage Loan was not in excess of 100%;
(xviii) Each Pool I Mortgage Loan substantially conforms to all applicable loan origination standards with respect to loan balances as of the date of origination set forth by Xxxxxx Xxx.
(xix) Each Pool II Mortgage Loan substantially conforms to all applicable loan origination standards with respect to loan balances as of the date of origination set forth by Xxxxxxx Mac.
(xxxix) No selection procedure reasonably believed by the Sponsor to be adverse to the interests of the Noteholders or the Insurer was utilized in selecting the Mortgage Loans for sale to the Trust, provided, however, that the Mortgage Loans were selected from the pool of Mortgage Loans mortgage loans originated in connection with the ServicerSponsor's mortgage loan origination program;
(xxixx) The Sponsor has not transferred the Mortgage Loans to the Trust with any intent to hinder, delay or defraud any of its creditors;
(xxiixxi) The Minimum Monthly Payment with respect to any Mortgage Loan is not less than the interest accrued at the applicable Loan Rate on the average daily Principal Balance during the interest period relating to the date on which such Minimum Monthly Payment is due;
(xxiiixxii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, each Loan Agreement and each Mortgage Loan is genuine and is a legal, valid, binding obligation and enforceable obligation of the related Mortgagor, except as the enforceability thereof may be limited by the bankruptcy, insolvency or similar laws affecting creditors' rights generally;
(xxivxxiii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there has been no default, breach, violation or event of acceleration of any senior mortgage loan related to a Mortgaged Property that has not been cured by a party other than the Servicer;
(xxvxxiv) The terms of each Mortgage Note and each Mortgage have not been impaired, altered or modified in any respect, except by a written instrument which (if such instrument is secured by real property) has been recorded, if necessary, to protect the interest of the Noteholders and which has been delivered to the Indenture Trustee. The substance of any such alteration or modification is reflected on the related Mortgage Loan Schedule and has been approved by the primary mortgage guaranty insurer, if any;
(xxvixxv) The definition of "prime rate" in each Credit Line Agreement relating to a HELOC Mortgage Loan does not differ materially from the definition in the form of Credit Line Agreement in Exhibit D;
(xxviixxvi) The weighted average remaining term to maturity of the Pool I Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 197 months. The weighted average remaining term to maturity of the Pool II Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 199 months. The weighted average remaining term to maturity of the Pool III Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 195 191 months. On each date that the Loan Rates relating to HELOC Mortgage Loans have been adjusted, interest rate adjustments on the HELOC Mortgage Loans were made in compliance with the related Mortgages and Credit Line Agreement and applicable law. Over the term of each HELOC Mortgage Loan, the Loan Rate may not exceed the related Loan Rate Cap, if any. With respect to the Pool I HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00%. With respect to the Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00%. With respect to the Pool III HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00%. With respect to the Pool I HELOC Mortgage Loans, the margins range betweenbetween 0.00% and 6.00% and the weighted average margin is approximately 2.81% as of the related Cut-Off Date. With respect to the Pool II HELOC Mortgage Loans, the margins range between 0.00% and 7.88% and the weighted average margin is approximately 3.10% as of the related Cut-Off Date. The Loan Rates on the Pool I Mortgage Loans range between 5.375% and 15.250%, the Loan Rates on the Pool II Mortgage Loans range between 5.875% and 16.875%, and the weighted average Loan Rate is approximately 7.470% for Pool I and 7.530% for Pool II;
(xxvii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, each Mortgaged Property consists of a single parcel of real property with a one-to-four unit single family residence erected thereon, or an individual condominium unit, planned unit development unit or townhouse;
(xxviii) No more than 31.01% (by Pool I Balance) of the Pool I Mortgage Loans are secured by real property improved by individual condominium units, planned development units or two-to-four family residences erected thereon, and approximately 68.99% (by Pool I Balance) of the Pool I Mortgage Loans are secured by real property with a one-family residence erected thereon. No more than 31.66% (by Pool II Balance) of the Pool II Mortgage Loans are secured by real property improved by individual condominium units, planned development units or two-to-four family residences erected thereon, and approximately 68.34% (by Pool II Balance) of the Pool II Mortgage Loans are secured by real property with a one-family residence erected thereon;
Appears in 1 contract
Samples: Sale and Servicing Agreement (Greenpoint Mortgage Securities Inc/)
Representations and Warranties of the Sponsor Regarding the Mortgage Loans; Removal of Certain Mortgage Loans. (a) The Sponsor hereby makes the following representations and warranties on which the Issuer is deemed to have relied in acquiring the Mortgage Loans and upon which the Insurer is deemed to rely in issuing the Policy, and upon which Xxxxxxx Mac is deemed to have relied as well. Such representations and warranties speak as of the execution and delivery of this Agreement, Agreement and as of the Closing Date and as of the applicable Transfer Date with respect to the Mortgage Loans, but shall survive the sale, transfer, and assignment of the Mortgage Loans to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the IndenturePooling Agreement,
(i) As of the Closing Date with respect to the Mortgage Loans and as of the related Transfer Date with respect to any Eligible Substitute Mortgage Loans and with respect to any HELOC Mortgage Loan, as of the date any Additional Balance is created, the information set forth in the Mortgage Loan Schedule for such Mortgage Loans is true and correct in all material respects;
(ii) Each Mortgage Loan is being serviced by the Servicer;
(iii) The applicable Cut-Off Date Principal Balance has not been assigned or pledged, and the Sponsor is the sole owner and holder of such Cut-Off Date Principal Balance free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature, and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage Loans, to sell, assign or transfer the same pursuant to this Agreement, and upon its acquisition of the Mortgage Loans, the Trust will be the sole owner of the Cut-Off Date Principal Balance free and clear of any and all liens claims, encumbrances, participating interests, equities, pledges, charges, or security interests of any nature;
(iv) Except with respect to liens released immediately prior to the transfer herein contemplated, each Credit Line Agreement and each Mortgage Note and related Mortgage has not been assigned or pledged and immediately prior to the transfer and assignment herein contemplated, the Sponsor held good, marketable and indefeasible title to, and was the sole owner and holder of, each Mortgage Loan subject to no liens, charges, mortgages, claims, participation interests, equities, pledges or security interests of any nature, encumbrances or rights of others (collectively, a "Lien"); the Sponsor has full right and authority under all governmental and regulatory bodies having jurisdiction over the Sponsor, subject to no interest or participation of, or agreement with, any party, to sell and assign the same pursuant to this Agreement; and immediately upon the transfers and assignments herein contemplated, the Sponsor shall have transferred all of its right, title and interest in and to each Mortgage Loan and the Trust Trustee will hold good, marketable and indefeasible title, to, and be the sole owner of, each Mortgage Loan subject to no Liens;
(v) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, the related Mortgage is a valid and subsisting first or second lien, as set forth on the Mortgage Loan Schedule with respect to each related Mortgaged Property, and as of the applicable Cut-Off Date the related Mortgaged Property is free and clear of all encumbrances and liens having priority over the first or second lien, as applicable, of such Mortgage except for liens for (i) real estate taxes and special assessments not yet delinquent; (ii) any first mortgage loan secured by such Mortgaged Property and specified on the Mortgage Loan Schedule; (iii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording that are acceptable to mortgage lending institutions generally or specifically reflected in the appraisalsgenerally; and (iv) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage;
(vi) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no valid right of rescission offset, defense (including the defense of usury) or counterclaim of any obligor under any Loan Agreement or Mortgage;
(vii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property;
(viii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property, nor is such a proceeding currently occurring, and such property is in good repair and is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;
(ix) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be, liens prior or equal to the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy or other title protection referred to in clause (xiv);
(x) No Minimum Monthly Payment is more than 59 days delinquent (measured on a contractual basis);
(xi) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, for each Mortgage Loan, the related Mortgage File contains each of the documents and instruments specified to be included therein and such Mortgage File has been delivered to the Indenture Trusteetherein;
(xii) The related Loan Agreement and the related Mortgage at origination complied in all material respects with applicable state and federal laws and regulationslaws, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, recording opportunity or disclosure laws applicable to the Mortgage Loans and consummation of the transactions contemplated hereby, including without limitation the receipt of interest, will not involve the violation or such laws;
(xiii) On the Closing Date with respect to the Mortgage Loans and to the extent not already included in such filing, on the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, the Sponsor has filed UCC-1 financing statements with respect to such Mortgage Loans;.
(xiv) A lender's policy of title insurance, xxxxxxxXxxxx.xxx lender master protection program (standard mortgage guaranty) or a commitment (binder) to issue the same or an attorney's certificate or opinion of title was effective on the date of the origination of each mortgage loan and each such policy or certificate or opinion of title is valid and remains in full force and effect;
(xv) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, none of the Mortgaged Properties is a mobile home or a manufactured housing unit;
(xvi) As of the Cut-Off Date for the Mortgage Loans no more than (a) 0.500.63% of the Pool I Mortgage Loans (by Pool I Balance), or (b) 0.631.73% of the Pool II Mortgage Loans (by Pool II Balance) or (c) 2.94% of the Pool III Mortgage Loans (by Pool III Balance) are secured by Mortgaged Properties located in one United States postal zip code;
(xvii) The Combined Loan-to-Value Ratio for each Pool I Mortgage Loan was not in excess of 100%, % and the Combined Loan-to-Value Ratio for each Pool II Mortgage Loan was not in excess of 100% and the Combined Loan-to-Value Ratio for each Pool III Mortgage Loan was not in excess of 100%;
(xviii) Each Pool I Mortgage Loan substantially conforms to all applicable loan origination standards with respect to loan balances as of the date of origination set forth by Xxxxxx Xxx.
(xix) Each Pool II Mortgage Loan substantially conforms to all applicable loan origination standards with respect to loan balances as of the date of origination set forth by Xxxxxxx Mac.
(xxxix) No selection procedure reasonably believed by the Sponsor to be adverse to the interests of the Noteholders or Securityholders, the Insurer or Xxxxxxx Mac was utilized in selecting the Mortgage Loans for sale to the Trust, provided, however, that the Mortgage Loans were selected from the pool of Mortgage Loans originated in connection with the Servicer's mortgage loan origination programLoans;
(xxixx) The Sponsor has not transferred the Mortgage Loans to the Trust with any intent to hinder, delay or defraud any of its creditors;
(xxiixxi) The Minimum Monthly Payment with respect to any Mortgage Loan is not less than the interest accrued at the applicable Loan Rate on the average daily Principal Balance during the interest period relating to the date on which such Minimum Monthly Payment is due;
(xxiiixxii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, each Loan Agreement and each Mortgage Loan is genuine and is a legal, valid, valid and binding obligation and is an enforceable obligation of the related Mortgagor, except as the enforceability thereof may be limited by the bankruptcy, insolvency or similar laws affecting creditors' rights generally;
(xxivxxiii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, there has been no default, breach, violation or event of acceleration default of any senior mortgage loan related to a Mortgaged Property that has not been cured by a party other than the Servicer;
(xxvxxiv) The terms of each Mortgage Note and each Mortgage have not been impaired, altered or modified in any respect, except by a written instrument which (if such instrument is secured by real property) has been recorded, if necessary, to protect the interest of the Noteholders Securityholders and which has been delivered to the Indenture Trustee. The substance of any such alteration or modification is reflected on the related Mortgage Loan Schedule and has been approved by the primary mortgage guaranty insurer, if any;
(xxvixxv) The definition of "prime rate" in each Credit Line Agreement relating to a HELOC Mortgage Loan does not differ materially from the definition in the form of Credit Line Agreement in Exhibit D;
(xxviixxvi) The weighted average remaining term to maturity of the Pool I Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 197 months. The weighted average remaining term to maturity of 205 months and for the Pool II Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 199 months. The weighted average remaining term to maturity of the Pool III Mortgage Loans on a contractual basis as of the related Cut-Off Date is approximately 195 203 months. On each date that the Loan Rates relating to HELOC Mortgage Loans have been adjusted, interest rate adjustments on the HELOC Mortgage Loans were made in compliance with the related Mortgages and Credit Line Agreement and applicable law. Over the term of each HELOC Mortgage Loan, the Loan Rate may not exceed the related Loan Rate Cap, if any. With respect to the Pool I HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.0018.000%. With respect to the Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00%. With respect to the Pool III HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.0018.000%. With respect to the Pool I HELOC Mortgage Loans, the margins range betweenbetween 0.000% and 7.500% and the weighted average margin is approximately 2.903% as of the related Cut-Off Date. With respect to the Pool II HELOC Mortgage Loans, the margins range between 0.000% and 6.500% and the weighted average margin is approximately 2.698% as of the related Cut-Off Date. The Loan Rates on the Pool I Mortgage Loans range between 5.875% and 18.000%, the Loan Rates on the Pool II Mortgage Loans range between 5.875% and 18% and the weighted average Loan Rate is approximately 8.749% for Pool I and 8.977% for Pool II;
(xxvii) As of the Closing Date with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans, each Mortgaged Property consists of a single parcel of real property with a one-to-four unit single family residence erected thereon, or an individual condominium unit, planned unit development unit or townhouse;
(xxviii) No more than 29.08% (by Pool I Balance) of the Pool I Mortgage Loans are secured by real property improved by individual condominium units, planned development units or two-to-four family residences erected thereon, and approximately 70.92% (by Pool I Balance) of the Pool I Mortgage Loans are secured by real property with a one-family residence erected thereon; No more than 27.89% (by Pool II Balance) of the Pool II Mortgage Loans are secured by real property improved by individual condominium units, planned development units or two-to-four family residences erected thereon, and approximately 72.11% (by Pool II Balance) of the Pool II Mortgage Loans are secured by real property with a one-family residence erected thereon;
Appears in 1 contract
Samples: Sale and Servicing Agreement (Greenpoint Mortgage Securities Inc/)
