Representations and Warranties Regarding Mortgage Loans. (a) Seller represents and warrants to Purchaser as of the Closing Date with respect to each Mortgage Loan as follows: (i) As of the Closing Date (and as of the applicable 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 or a Person controlling, controlled by or under common control with the Servicer and qualified to service mortgage loans; (iii) The 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; (iv) As of the Closing Date (or as of the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), the Mortgage Loans have not been assigned or pledged, and the Sponsor is the sole owner and holder of such Mortgage Loans 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 and assign the same pursuant to this Agreement; (v) As of the Closing Date (or as of 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 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; 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 (or as of the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there is no valid offset, defense or counterclaim of any obligor under any Loan Agreement or Mortgage; (vii) To the best knowledge of the Sponsor, as of the Closing Date (or as of 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 (or as of the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there is no proceeding pending or, to the best knowledge of the Sponsor, threatened for the total or partial condemnation of the related Mortgaged Property, and such property is free of material damage; (ix) To the best knowledge of the Sponsor, as of the Closing Date (or as of 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 referred to in clause (xiv); (x) No Minimum Monthly Payment is more than 89 days delinquent (measured on a contractual basis). (xi) As of the Closing Date (or as of 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; (xii) The related Loan Agreement and the related Mortgage at origination complied in all material respects with applicable state and federal laws, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage Loans; (xiii) On the Closing Date, to the extent not already included in such filing, (or as of 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) Either a lender's title insurance policy or binder was issued on the date of origination of the Mortgage Loans and each such policy is valid and remains in full force and effect, or a title search or guaranty of title customary in the relevant jurisdiction was obtained with respect to a Mortgage Loans as to which no title insurance policy or binder was issued; (xv) As of the Closing Date (or as of 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) 0.84% of the Pool I Mortgage Loans (by Cut-Off Date Pool I Balance), or (b) 3.50% of the Initial Group II Loans (by Cut-Off Date Pool II 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%; (xviii) Each Pool I Mortgage Loan substantially conforms to certain loan origination standards with respect to loan balances as of the date of origination set forth by the Federal National Mortgage Association. (xix) 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; (xx) The Sponsor has not transferred the Mortgage Loans to the Trust with any intent to hinder, delay or defraud any of its creditors; (xxi) 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; (xxii) As of the Closing Date (or as of the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), each Loan Agreement and each Mortgage Loan 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; (xxiii) As of the Closing Date (or as of the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there has been no default of any senior mortgage loan related to a Mortgaged Property that has not been cured by a party other than the Servicer; (xxiv) 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; (xxv) 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 of the Sale and Servicing Agreement; (xxvi) The weighted average remaining term to maturity of the Pool I Mortgage Loans on a contractual basis as of the Cut-Off Date is approximately 202 months and for the Pool II Mortgage Loans is approximately 208 months. On each date that the Loan Rates relating to Initial HELOC Mortgage Loans have been adjusted, interest rate adjustments on the Initial 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 18.000%. With respect to the Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.000%. With respect to the Pool I HELOC Mortgage Loans, the margins range between -1.000% and 7.000% and the weighted average margin is approximately 3.321% as of the related Cut-Off Date. With respect to the Pool II HELOC Mortgage Loans, the margins range between 0.000% and 6.250% and the weighted average margin is approximately 2.982% as of the related Cut-Off Date. The Loan Rates on the Pool I Mortgage Loans range between 5.875% and 14.250%, the Loan Rates on the Pool II Mortgage Loans range between 5.875% and 13.750% and the weighted average Loan Rate is approximately 8.796% for Pool I and 8.245% for Pool II; (xxvii) As of the Closing Date (or as of 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 29.36% (by Cut-Off Date 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 70.64% (by Cut-Off Date Pool Balance) of the Mortgage Loans are secured by real property with a one-family residence erected thereon; No more than 24.49% (by Cut-Off Date 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 75.51% (by Cut-Off Date Pool II Balance) of the Mortgage Loans are secured by real property with a one-family residence erected thereon;
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Headlands Mortgage Securities Inc)
Representations and Warranties Regarding Mortgage Loans. (a) Seller represents and warrants to Purchaser as of the Closing Date with respect to each Mortgage Loan as follows:
(i) As of the Closing Date (with respect to the Mortgage Loans and as of the applicable related Transfer Date with respect to any Eligible Substitute Mortgage Loans) and, 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 or a Person controlling, controlled by or under common control and is being serviced in compliance with the Servicer and qualified to service mortgage loansapplicable law;
(iii) The applicable Cut-Off Date Principal Balance has not been assigned or pledged, and the Sponsor Seller 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;
(iv) As Agreement and upon its acquisition of the Mortgage Loans, as of the Closing Date (or as of the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans)Date, the Mortgage Loans have not been assigned or pledged, and the Sponsor is will be the sole owner and holder of such Mortgage Loans free and clear of any and all liens, 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 Seller 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, charges pledges or security interests of any nature, and encumbrances or rights of others (collectively, a "LIEN"); the Seller has full right and authority, authority under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage LoansSeller, 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 Seller shall have transferred all of its right, title and interest in and to each Mortgage Loan and the Purchaser 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 (or as of 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 valid, enforceable 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 generallygenerally 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 and after the Closing Date (or with respect to the Mortgage Loans and as of and after the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there is no valid right to rescission, offset, defense (including the defense of usury) or counterclaim of any obligor under any Loan Agreement or Mortgage;
(vii) To the best knowledge of the Sponsor, as As of the Closing Date (or as of 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 (or as of 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, to the best knowledge of the Sponsor, or threatened for the total or partial condemnation of the related any Mortgaged Property, nor is such a proceeding currently occurring, and such property is free in good repair and is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, other types of material water damage, 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) To the best knowledge of the Sponsor, as As of the Closing Date (or as of 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 MortgageMortgage and no rights are outstanding which could give rise to such liens, 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 89 59 days delinquent (measured on a contractual basis).;
(xi) As of the Closing Date (or as of 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;
(xii) The related Loan Agreement and the related Mortgage at origination complied in all material respects with applicable state state, local and federal lawslaws and regulations, including, without limitation, all applicable predatory and abusive lending laws, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity opportunity, recording or disclosure laws applicable to the Mortgage LoansLoans and consummation of the transactions contemplated hereby, including without limitation the receipt of interest, will not involve the violation of such laws;
(xiii) On the Closing Date, Date with respect to the Mortgage Loans and to the extent not already included in such filing, (or as of on the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), the Sponsor Seller has filed UCC-1 financing statements with respect to such Mortgage Loans;
(xiv) Either a A lender's policy of title insurance policy insurance, xxxxxxxXxxxx.xxx lender master protection program (standard mortgage guaranty) or binder a commitment (binder) to issue the same or an attorney's certificate or opinion of title was issued effective on the date of the origination of the Mortgage Loans each mortgage loan and each such policy or certificate or opinion of title is valid and remains in full force and effect, or a title search or guaranty of title customary in the relevant jurisdiction was obtained with respect to a Mortgage Loans as to which no title insurance policy or binder was issued;
(xv) As of the Closing Date (or as of 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) 0.84approximately _____% of the Pool I Mortgage Loans (by Cut-Off Date Pool I Balance), or (b) 3.50% of the Initial Group II Loans (by Cut-Off Date Pool II 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%;
(xviii) Each Pool I Mortgage Loan substantially conforms to certain loan origination standards with respect to loan balances as of the date of origination set forth by the Federal National Mortgage Association.
(xix) No selection procedure reasonably believed that identified the Mortgage Loans as being less desirable or valuable than other comparable mortgage loans originated or acquired by the Sponsor to be adverse to the interests of the Noteholders or the Insurer Seller was utilized in selecting the Mortgage LoansLoans for sale to the Purchaser; PROVIDED, HOWEVER, that the Mortgage Loans were selected from the pool of mortgage loans originated in connection with the Seller's mortgage loan origination program;
(xxxix) The Sponsor Seller has not transferred the Mortgage Loans to the Trust Purchaser with any intent to hinder, delay or defraud any of its creditors;
(xxixx) 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;
(xxiixxi) As of the Closing Date (or as of 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 an 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;
(xxiiixxii) As of the Closing Date (or as of with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there has been no default 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;
(xxivxxiii) 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 the Insurer 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;
(xxvxxiv) 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 of to the Sale and Servicing Agreement;
(xxvixxv) The weighted average remaining term to maturity of the Pool I Mortgage Loans on a contractual basis as of the Cut-Off Date is approximately 202 months and for the Pool II Mortgage Loans is approximately 208 _____ months. On each date that the Loan Rates relating to Initial HELOC Mortgage Loans have been adjusted, interest rate adjustments on the Initial HELOC Mortgage Loans were made in compliance with the related Mortgages and Credit Line Agreement and applicable lawlaw and all required notices of interest rate adjustments were sent to each Mortgagor on a timely basis. 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 The Loan Rate Cap for each of the HELOC Mortgage Loans is approximately 18.000_____%. With respect to the Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.000%. With respect to the Pool I HELOC Mortgage Loans, the margins range between -1.000______% and 7.000_____% and the weighted average margin is approximately 3.321______% as of the related Cut-Off Date. With respect to the Pool II HELOC Mortgage Loans, the margins range between 0.000% and 6.250% and the weighted average margin is approximately 2.982% as of the related Cut-Off Date. The Loan Rates on the Pool I Mortgage Loans range between 5.875______% and 14.250______%, the Loan Rates on the Pool II Mortgage Loans range between 5.875% and 13.750% and the weighted average Loan Rate on the Mortgage Loans is approximately 8.796% for Pool I and 8.245% for Pool II______%;
(xxviixxvi) As of the Closing Date (or as of 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;
(xxviiixxvii) No more than 29.36approximately ______% (by Cut-Off Date Pool I Balance) of the Pool I Mortgage Loans are secured by real property improved by individual condominium units, planned development units units, manufactured housing or two-to-four family residences erected thereon, and approximately 70.64______% (by Cut-Off Date Pool Balance) of the Mortgage Loans are secured by real property with a one-family residence erected thereon; No more than 24.49% ;
(by Cutxxviii) Each Mortgage Note evidencing a Closed End Mortgage Loan is comprised of one original promissory note and each such promissory note constitutes an "instrument" for purposes of Section 9-Off Date Pool II Balance102(A)(47) of the Pool II UCC. There is no obligation on the part of the Seller or any other party to make payments in addition to those made by the Mortgagor with respect to the Closed End Mortgage Loans;
(xxix) The Credit Limits on the HELOC Mortgage Loans are secured range between $_______ and $_______ with an average of approximately $_______. The average Credit Limit Utilization Rate (weighted by real property improved by individual condominium units, planned development units or two-to-four family residences erected thereon, Credit Limit) of the HELOC Mortgage Loans is approximately _____%. The Principal Balances on the Mortgage Loans range between approximately $_______ and $_______ with an average of approximately 75.51$_______;
(xxx) Approximately _____% (by Cut-Off Date Pool II Balance) of the Mortgage Loans are secured second liens, and either (A) no consent for each Mortgage Loan was required by real the holder of the related senior lien, if any, prior to the making of such Mortgage Loan or (B) such consent has been obtained and is contained in the related Mortgage File;
(xxxi) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Cut-Off Date Principal Balances with respect to the applicable Mortgage Loans, all monies due or to become due with respect thereto and all proceeds of such Cut-Off Date Principal Balances with respect to the Mortgage Loans and such funds as are from time to time deposited in the Collection Account (excluding any investment earnings thereon) and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Trust, and upon payment for the Additional Balances, will constitute a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Additional Balances, all monies due or to become due with a one-family residence erected thereonrespect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of "Trust" relating to the Additional Balances;
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Greenpoint Mortgage Securities Inc/)
Representations and Warranties Regarding Mortgage Loans. (a) Seller represents and warrants to Purchaser with respect to (i) each Mortgage Loan as of the Closing Date with respect to and (ii) each Eligible Substitute Mortgage Loan as of the applicable Transfer Date as follows:
(i) As of the Closing Date (with respect to the Mortgage Loans and as of the applicable related Transfer Date with respect to any Eligible Substitute Mortgage Loans) and, 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 or a Person controlling, controlled by or under common control with the Servicer and qualified to service mortgage loansServicer;
(iii) The applicable Cut-Off Date Principal Balance has not been assigned or pledged, and the Sponsor Seller 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 AgreementAgreement and upon its acquisition of the Mortgage Loans, the Purchaser 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 Seller 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 Seller has full right and authority under all governmental and regulatory bodies having jurisdiction over the Seller, 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 Seller shall have transferred all of its right, title and interest in and to each Mortgage Loan and the Purchaser 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 (or as of with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), the Mortgage Loans have not been assigned or pledged, and the Sponsor is the sole owner and holder of such Mortgage Loans 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 and assign the same pursuant to this Agreement;
(v) As of the Closing Date (or as of 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 generallygenerally 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 (or as of with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there is no valid right to rescission offset, defense (including the defense of usury) or counterclaim of any obligor under any Loan Agreement or Mortgage;
(vii) To the best knowledge of the Sponsor, as As of the Closing Date (or as of 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 (or as of 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, to the best knowledge of the Sponsor, or threatened for the total or partial condemnation of the related any Mortgaged Property, nor is such a proceeding currently occurring, and such property is free 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 material damagethe Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;
(ix) To the best knowledge of the Sponsor, as As of the Closing Date (or as of 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 89 59 days delinquent (measured on a contractual basis).;
(xi) As of the Closing Date (or as of 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;
(xii) The related Loan Agreement and the related Mortgage at origination complied in all material respects with applicable state and federal lawslaws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity opportunity, recording or disclosure laws applicable to the Mortgage LoansLoans 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, Date with respect to the Mortgage Loans and to the extent not already included in such filing, (or as of on the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), the Sponsor Seller has filed UCC-1 financing statements with respect to such Mortgage Loans;
(xiv) Either a A lender's policy of title insurance policy insurance, xxxxxxxXxxxx.xxx lender master protection program (standard mortgage guaranty) or binder a commitment (binder) to issue the same or an attorney's certificate or opinion of title was issued effective on the date of the origination of the Mortgage Loans each mortgage loan and each such policy or certificate or opinion of title is valid and remains in full force and effect, or a title search or guaranty of title customary in the relevant jurisdiction was obtained with respect to a Mortgage Loans as to which no title insurance policy or binder was issued;
(xv) As of the Closing Date (or as of 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) 0.84____% of the Pool I Mortgage Loans (by Cut-Off Date Pool I Balance), or ) and (b) 3.50____% of the Initial Group Pool II Mortgage Loans (by Cut-Off Date Pool II 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%;
(xviii) Each Pool I Mortgage Loan substantially conforms to certain all applicable loan origination standards with respect to loan balances as of the date of origination set forth by the Federal National Mortgage AssociationXxxxxxx Mac.
(xix) No selection procedure reasonably believed by the Sponsor Seller to be adverse to the interests of the Noteholders or the Insurer was utilized in selecting the Mortgage LoansLoans for sale to the Purchaser, provided, however, that the Mortgage Loans were selected from the pool of mortgage loans originated in connection with the Seller's mortgage loan origination program;
(xx) The Sponsor Seller has not transferred the Mortgage Loans to the Trust Purchaser with any intent to hinder, delay or defraud any of its creditors;
(xxi) 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;
(xxii) As of the Closing Date (or as of 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 an 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;
(xxiii) As of the Closing Date (or as of with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there has been no default 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;
(xxiv) 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;
(xxv) 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 of to the Sale and Servicing Agreement;
(xxvi) 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 202 months and for ____ 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 208 ____ months. On each date that the Loan Rates relating to Initial HELOC Mortgage Loans have been adjusted, interest rate adjustments on the Initial 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 18.000____%. With respect to the Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.000____%. With respect to the Pool I HELOC Mortgage Loans, the margins range between -1.000____% and 7.000____% and the weighted average margin is approximately 3.321____% as of the related Cut-Off Date. With respect to the Pool II HELOC Mortgage Loans, the margins range between 0.000____% and 6.250____% and the weighted average margin is approximately 2.982____% as of the related Cut-Off Date. The Loan Rates on the Pool I Mortgage Loans range between 5.875____% and 14.250____%, the Loan Rates on the Pool II Mortgage Loans range between 5.875____% and 13.750% ____%, and the weighted average Loan Rate is approximately 8.796____% for Pool I and 8.245____% for Pool II;
(xxvii) As of the Closing Date (or as of 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 29.36____% (by Cut-Off Date 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 70.64____% (by Cut-Off Date Pool I Balance) of the Pool I Mortgage Loans are secured by real property with a one-family residence erected thereon; . No more than 24.49____% (by Cut-Off Date 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 75.51____% (by Cut-Off Date 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: Mortgage Loan Purchase Agreement (Greenpoint Mortgage Securities Inc/)
Representations and Warranties Regarding Mortgage Loans. (a) Seller represents and warrants to Purchaser as of the Closing Date with respect to each Mortgage Loan as follows:
(i) As of the Closing Date (with respect to the Mortgage Loans and as of the applicable related Transfer Date with respect to any Eligible Substitute Mortgage Loans) and, 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 or a Person controlling, controlled by or under common control with the Servicer and qualified to service mortgage loansServicer;
(iii) The applicable Cut-Off Date Principal Balance has not been assigned or pledged, and the Sponsor Seller 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;
(iv) Except with respect to liens released immediately prior to the transfer herein contemplated, each Mortgage Note and related Mortgage has not been assigned or pledged and immediately prior to the transfer and assignment herein contemplated, the Seller 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 Seller has full right and authority under all governmental and regulatory bodies having jurisdiction over the Seller, 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 Seller shall have transferred all of its right, title and interest in and to each Mortgage Loan and the Purchaser 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 (or as of with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), the Mortgage Loans have not been assigned or pledged, and the Sponsor is the sole owner and holder of such Mortgage Loans 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 and assign the same pursuant to this Agreement;
(v) As of the Closing Date (or as of 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; 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 (or as of with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there is no valid offset, defense or counterclaim of any obligor under any Loan Agreement or Mortgage;
(vii) To the best knowledge of the Sponsor, as As of the Closing Date (or as of 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 (or as of 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, to the best knowledge of the Sponsor, or threatened for the total or partial condemnation of the related any Mortgaged Property, nor is such a proceeding currently occurring, and such property is free undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of material damagethe Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;
(ix) To the best knowledge of the Sponsor, as As of the Closing Date (or as of 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 referred to in clause (xiv);
(x) No Minimum Monthly Payment is more than 89 59 days delinquent (measured on a contractual basis).;
(xi) As of the Closing Date (or as of 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;
(xii) The related Loan Agreement and the related Mortgage at origination complied in all material respects with applicable state and federal laws, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage LoansLoans 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, Date with respect to the Mortgage Loans and to the extent not already included in such filing, (or as of on the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), the Sponsor Seller has filed UCC-1 financing statements with respect to such Mortgage Loans;.
(xiv) Either a A lender's policy of title insurance policy insurance, xxxxxxxXxxxx.xxx lender master protection program (standard mortgage guaranty) or binder a commitment (binder) to issue the same or an attorney's certificate or opinion of title was issued effective on the date of the origination of the Mortgage Loans each mortgage loan and each such policy or certificate or opinion of title is valid and remains in full force and effect, or a title search or guaranty of title customary in the relevant jurisdiction was obtained with respect to a Mortgage Loans as to which no title insurance policy or binder was issued;
(xv) As of the Closing Date (or as of 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) 0.840.63% of the Pool I Mortgage Loans (by Cut-Off Date Pool I Balance), or (b) 3.501.73% of the Initial Group Pool II Mortgage Loans (by Cut-Off Date Pool II 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%;
(xviii) Each Pool I Mortgage Loan substantially conforms to certain all applicable loan origination standards with respect to loan balances as of the date of origination set forth by the Federal National Mortgage AssociationFreddie Mac.
(xix) No selection procedure reasonably believed by the Sponsor Seller to be adverse to the interests of the Noteholders or Securityholders, the Insurer or Freddie Mac was utilized in selecting the Mortgage Loans;
(xx) The Sponsor Seller has not transferred the Mortgage Loans to the Trust Purchaser with any intent to hinder, delay or defraud any of its creditors;
(xxi) 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;
(xxii) As of the Closing Date (or as of 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 a legal, 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;
(xxiii) As of the Closing Date (or as of with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there has been no default of any senior mortgage loan related to a Mortgaged Property that has not been cured by a party other than the Servicer;
(xxiv) 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;
(xxv) 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 of to the Sale and Servicing Agreement;
(xxvi) 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 202 205 months and for the Pool II Mortgage Loans is approximately 208 203 months. On each date that the Loan Rates relating to Initial HELOC Mortgage Loans have been adjusted, interest rate adjustments on the Initial 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 18.000%. With respect to the Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.000%. With respect to the Pool I HELOC Mortgage Loans, the margins range between -1.0000.000% and 7.0007.500% and the weighted average margin is approximately 3.3212.903% as of the related Cut-Off Date. With respect to the Pool II HELOC Mortgage Loans, the margins range between 0.000% and 6.2506.500% and the weighted average margin is approximately 2.9822.698% as of the related Cut-Off Date. The Loan Rates on the Pool I Mortgage Loans range between 5.875% and 14.25018.000%, the Loan Rates on the Pool II Mortgage Loans range between 5.875% and 13.75018% and the weighted average Loan Rate is approximately 8.7968.749% for Pool I and 8.2458.977% for Pool II;
(xxvii) As of the Closing Date (or as of 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 29.3629.08% (by Cut-Off Date 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 70.6470.92% (by Cut-Off Date Pool I Balance) of the Pool I Mortgage Loans are secured by real property with a one-family residence erected thereon; No more than 24.4927.89% (by Cut-Off Date 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 75.5172.11% (by Cut-Off Date 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: Mortgage Loan Purchase Agreement (Greenpoint Mortgage Securities Inc/)
Representations and Warranties Regarding Mortgage Loans. (a) Seller represents and warrants to Purchaser with respect to (i) each Mortgage Loan as of the Closing Date with respect to and (ii) each Eligible Substitute Mortgage Loan as of the applicable Transfer Date as follows:
(i) As of the Closing Date (with respect to the Mortgage Loans and as of the applicable related Transfer Date with respect to any Eligible Substitute Mortgage Loans) and, 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 or a Person controlling, controlled by or under common control with the Servicer and qualified to service mortgage loansServicer;
(iii) The applicable Cut-Off Date Principal Balance has not been assigned or pledged, and the Sponsor Seller 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 AgreementAgreement and upon its acquisition of the Mortgage Loans, the Purchaser 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 Seller 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 Seller has full right and authority under all governmental and regulatory bodies having jurisdiction over the Seller, 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 Seller shall have transferred all of its right, title and interest in and to each Mortgage Loan and the Purchaser 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 (or as of with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), the Mortgage Loans have not been assigned or pledged, and the Sponsor is the sole owner and holder of such Mortgage Loans 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 and assign the same pursuant to this Agreement;
(v) As of the Closing Date (or as of 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 generallygenerally 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 (or as of with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there is no valid right to rescission offset, defense (including the defense of usury) or counterclaim of any obligor under any Loan Agreement or Mortgage;
(vii) To the best knowledge of the Sponsor, as As of the Closing Date (or as of 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 (or as of 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, to the best knowledge of the Sponsor, or threatened for the total or partial condemnation of the related any Mortgaged Property, nor is such a proceeding currently occurring, and such property is free 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 material damagethe Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;
(ix) To the best knowledge of the Sponsor, as As of the Closing Date (or as of 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 89 59 days delinquent (measured on a contractual basis).;
(xi) As of the Closing Date (or as of 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;
(xii) The related Loan Agreement and the related Mortgage at origination complied in all material respects with applicable state and federal lawslaws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity opportunity, recording or disclosure laws applicable to the Mortgage LoansLoans 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, Date with respect to the Mortgage Loans and to the extent not already included in such filing, (or as of on the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), the Sponsor Seller has filed UCC-1 financing statements with respect to such Mortgage Loans;
(xiv) Either a A lender's policy of title insurance policy insurance, xxxxxxxXxxxx.xxx lender master protection program (standard mortgage guaranty) or binder a commitment (binder) to issue the same or an attorney's certificate or opinion of title was issued effective on the date of the origination of the Mortgage Loans each mortgage loan and each such policy or certificate or opinion of title is valid and remains in full force and effect, or a title search or guaranty of title customary in the relevant jurisdiction was obtained with respect to a Mortgage Loans as to which no title insurance policy or binder was issued;
(xv) As of the Closing Date (or as of 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) 0.842.20% of the Pool I Mortgage Loans (by Cut-Off Date Pool I Balance), or ) and (b) 3.500.62% of the Initial Group Pool II Mortgage Loans (by Cut-Off Date Pool II 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%;
(xviii) Each Pool I Mortgage Loan substantially conforms to certain all applicable loan origination standards with respect to loan balances as of the date of origination set forth by the Federal National Mortgage AssociationXxxxxxx Mac.
(xix) No selection procedure reasonably believed by the Sponsor Seller to be adverse to the interests of the Noteholders or the Insurer was utilized in selecting the Mortgage LoansLoans for sale to the Purchaser, provided, however, that the Mortgage Loans were selected from the pool of mortgage loans originated in connection with the Seller's mortgage loan origination program;
(xx) The Sponsor Seller has not transferred the Mortgage Loans to the Trust Purchaser with any intent to hinder, delay or defraud any of its creditors;
(xxi) 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;
(xxii) As of the Closing Date (or as of 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 an 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;
(xxiii) As of the Closing Date (or as of with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there has been no default 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;
(xxiv) 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;
(xxv) 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 of to the Sale and Servicing Agreement;
(xxvi) 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 202 months and for 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 208 191 months. On each date that the Loan Rates relating to Initial HELOC Mortgage Loans have been adjusted, interest rate adjustments on the Initial 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 18.00018.00%. With respect to the Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00018.00%. With respect to the Pool I HELOC Mortgage Loans, the margins range between -1.0000.00% and 7.0006.00% and the weighted average margin is approximately 3.3212.81% as of the related Cut-Off Date. With respect to the Pool II HELOC Mortgage Loans, the margins range between 0.0000.00% and 6.2507.88% and the weighted average margin is approximately 2.9823.10% as of the related Cut-Off Date. The Loan Rates on the Pool I Mortgage Loans range between 5.8755.375% and 14.25015.250%, the Loan Rates on the Pool II Mortgage Loans range between 5.875% and 13.750% 16.875%, and the weighted average Loan Rate is approximately 8.7967.470% for Pool I and 8.2457.530% for Pool II;
(xxvii) As of the Closing Date (or as of 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 29.3631.01% (by Cut-Off Date 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 70.6468.99% (by Cut-Off Date Pool I Balance) of the Pool I Mortgage Loans are secured by real property with a one-family residence erected thereon; . No more than 24.4931.66% (by Cut-Off Date 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 75.5168.34% (by Cut-Off Date 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: Mortgage Loan Purchase Agreement (Greenpoint Mortgage Securities Inc/)
Representations and Warranties Regarding Mortgage Loans. (a) Seller With respect to the Mortgage Loans, Originator represents and warrants to Purchaser as of the Closing Date with respect to each Initial Mortgage Loan conveyed by Originator and as of the related Subsequent Transfer Date with respect to each Subsequent Mortgage Loan conveyed by Originator as follows:
(i) All of the original or certified documentation set forth in Section 2.1 of the Sale and Servicing Agreement (including all material documents related thereto) with respect to each Initial Mortgage Loan has been or will be delivered to Purchaser on the Closing Day or, with respect to any Subsequent Mortgage Loans, on the related Subsequent Transfer Date. All such documentation is true and accurate in all material respects. Each of the documents and instruments specified to be included therein has been duly executed and in due and proper form, and each such document or instrument is in a form generally acceptable to prudent mortgage lenders that regularly originate or purchase mortgage loans comparable to the Mortgage Loans for sale to prudent investors in the secondary market that invest in mortgage loans such as the Mortgage Loans;
(ii) As of the Closing Day with respect to the Initial Mortgage Loans, the related Subsequent Transfer Date with respect to any Subsequent Mortgage Loan (unless otherwise specified) and as of the applicable Transfer Date with respect to any Eligible Substitute Qualified Replacement Mortgage Loans) and, with respect to any HELOC Mortgage Loan, and 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 or a Person controlling, controlled by or under common control with the Servicer and qualified to service mortgage loans;
(iii) The As of the Closing Day and any Subsequent Transfer Date, no more than 1.00% of the related Cut-Off Date Principal Pool Balance has of the Mortgage Loans is secured by Mortgaged Properties located within any single zip code area. None of the Mortgage Loans consists of Date-of-Payment Loans;
(iv) The Mortgages and Credit Line Agreements have not been assigned or pledged, and the Sponsor Originator is the sole owner and holder of such Cut-Off Date Principal Balance the Mortgages and Credit Line Agreements 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 Class A Noteholder of the applicable Mortgage LoansLoan, to sell, assign or transfer the same pursuant to this Agreement;
(iv) As of the Closing Date (or as of the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), the Mortgage Loans have not been assigned or pledged, and the Sponsor is the sole owner and holder of such Mortgage Loans 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 and assign the same pursuant to this Agreementsame;
(v) As of the Closing Day with respect to the Initial Mortgage Loans, the Subsequent Transfer Date (or as of with respect to the Subsequent 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 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; 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 Qualified Replacement Mortgage;
(vi) As of the Closing Date (or as of the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there is no valid offset, defense or counterclaim of any obligor under any Loan Credit Line Agreement or Mortgage;
(vii) To . Neither the best knowledge operation of any of the Sponsorterms of each Credit Line Agreement and each Mortgage nor the exercise of any right thereunder will render either the Credit Line Agreement or the Mortgage unenforceable, as of the Closing Date (in whole or as of the applicable Transfer Date with respect in part, nor subject to any Eligible Substitute Mortgage Loans)right of rescission, there is no delinquent recording set-off, claim, counterclaim or other tax or fee or assessment lien against any related Mortgaged Property;
(viii) As of the Closing Date (or as of the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there is no proceeding pending or, to the best knowledge of the Sponsor, threatened for the total or partial condemnation of the related Mortgaged Property, and such property is free of material damage;
(ix) To the best knowledge of the Sponsor, as of the Closing Date (or as of 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 referred to in clause (xiv);
(x) No Minimum Monthly Payment is more than 89 days delinquent (measured on a contractual basis).
(xi) As of the Closing Date (or as of 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;
(xii) The related Loan Agreement and the related Mortgage at origination complied in all material respects with applicable state and federal lawsdefense, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage Loans;
(xiii) On the Closing Date, to the extent not already included in such filing, (or as of 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) Either a lender's title insurance policy or binder was issued on the date of origination of the Mortgage Loans and each such policy is valid and remains in full force and effect, or a title search or guaranty of title customary in the relevant jurisdiction was obtained with respect to a Mortgage Loans as to which no title insurance policy or binder was issued;
(xv) As of the Closing Date (or as of 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) 0.84% of the Pool I Mortgage Loans (by Cut-Off Date Pool I Balance), or (b) 3.50% of the Initial Group II Loans (by Cut-Off Date Pool II 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%;
(xviii) Each Pool I Mortgage Loan substantially conforms to certain loan origination standards with respect to loan balances as of the date of origination set forth by the Federal National Mortgage Association.
(xix) 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;
(xx) The Sponsor has not transferred the Mortgage Loans to the Trust with any intent to hinder, delay or defraud any of its creditors;
(xxi) 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;
(xxii) As of the Closing Date (or as of the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), each Loan Agreement and each Mortgage Loan 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;
(xxiii) As of the Closing Date (or as of the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there has been no default of any senior mortgage loan related to a Mortgaged Property that has not been cured by a party other than the Servicer;
(xxiv) 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;
(xxv) 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 of the Sale and Servicing Agreement;
(xxvi) The weighted average remaining term to maturity of the Pool I Mortgage Loans on a contractual basis as of the Cut-Off Date is approximately 202 months and for the Pool II Mortgage Loans is approximately 208 months. On each date that the Loan Rates relating to Initial HELOC Mortgage Loans have been adjusted, interest rate adjustments on the Initial 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 18.000%. With respect to the Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.000%. With respect to the Pool I HELOC Mortgage Loans, the margins range between -1.000% and 7.000% and the weighted average margin is approximately 3.321% as of the related Cut-Off Date. With respect to the Pool II HELOC Mortgage Loans, the margins range between 0.000% and 6.250% and the weighted average margin is approximately 2.982% as of the related Cut-Off Date. The Loan Rates on the Pool I Mortgage Loans range between 5.875% and 14.250%, the Loan Rates on the Pool II Mortgage Loans range between 5.875% and 13.750% and the weighted average Loan Rate is approximately 8.796% for Pool I and 8.245% for Pool II;
(xxvii) As of the Closing Date (or as of 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 29.36% (by Cut-Off Date 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 70.64% (by Cut-Off Date Pool Balance) of the Mortgage Loans are secured by real property with a one-family residence erected thereon; No more than 24.49% (by Cut-Off Date 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 75.51% (by Cut-Off Date Pool II Balance) of the Mortgage Loans are secured by real property with a one-family residence erected thereon;,
Appears in 1 contract
Samples: Purchase Agreement (Advanta Revolving Home Equity Loan Trust 1998-A)
Representations and Warranties Regarding Mortgage Loans. (a) With respect to the Mortgage Loans, Seller represents and warrants to Purchaser as of the Closing Date with respect to each Initial Mortgage Loan and as of the related Subsequent Transfer Date with respect to each Subsequent Mortgage Loan as follows:
(i) As of the Closing Date (with respect to the Initial Mortgage Loans and as of the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans) Loans and, with respect to any HELOC Mortgage LoanHELOC, 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 or a Person controlling, controlled by or under common control with the Servicer and qualified to service mortgage loans;
(iii) The applicable Cut-Off Date Principal Asset Balance has not been assigned or pledged, and the Sponsor is the sole owner and holder of such Cut-Cut- Off Date Principal Asset 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;
(iviii) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), the related Mortgage Loans Note and the Mortgage with respect to each Mortgage Loan have not been assigned or pledged, and the Sponsor is the sole owner and holder of such the Mortgage Loans Loan 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 and assign the same pursuant to this Agreement;
(viv) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and 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; 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;
(viv) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), there is no valid offset, defense or counterclaim of any obligor under any Loan Agreement or Mortgage;
(viivi) To the best knowledge of the Sponsor, as of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property;
(viiivii) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), there is no proceeding pending or, to the best knowledge of the Sponsor, threatened for the total or partial condemnation of the related Mortgaged Property, and such property is free of material damage;
(ixviii) To the best knowledge of the Sponsor, as of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and 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 referred to in clause (xivxiii);
(xix) No Minimum Monthly Payment is more than 89 days delinquent (measured on a contractual basis).;
(xix) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), for each Mortgage LoanLoans, the related Mortgage File contains each of the documents and instruments specified to be included thereintherein ;
(xiixi) The related Loan Agreement Mortgage Note and the related Mortgage at origination complied in all material respects with applicable state and federal laws, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage Loans;
(xiiixii) On the Closing DateDate with respect to the Initial Mortgage Loans and, to the extent not already included in such filing, (or as of on the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), the Sponsor has filed UCC-1 financing statements with respect to such Mortgage Loans;.
(xivxiii) Either a lender's title insurance policy or binder was issued on the date of origination of the Mortgage Loans and each such policy is valid and remains in full force and effect, or a title search or guaranty of title customary in the relevant jurisdiction was obtained with respect to a Mortgage Loans as to which no title insurance policy or binder was issued;
(xvxiv) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), none of the Mortgaged Properties is a mobile home or a manufactured housing unit;
(xvixv) As of the Cut-Off Date for the Initial Mortgage Loans no more than (a) 0.841.41% of the Pool I such Mortgage Loans (by Initial Cut-Off Date Pool I Balance), or (b) 3.50% of the Initial Group II Loans (by Cut-Off Date Pool II Balance) are secured by Mortgaged Properties located in one United States postal zip code;
(xviixvi) 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%;
(xviii) Each Pool I Mortgage Loan substantially conforms to certain loan origination standards with respect to loan balances as of the date of origination set forth by the Federal National Mortgage Association.
(xixxvii) No selection procedure reasonably believed by the Sponsor to be adverse to the interests of the Noteholders Securityholders or the Insurer Credit Enhancer was utilized in selecting the Mortgage Loans;
(xxxviii) The Sponsor has not transferred the Mortgage Loans to the Trust with any intent to hinder, delay or defraud any of its creditors;
(xxixix) 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 Asset Balance during the interest period relating to the date on which such Minimum Monthly Payment is due;
(xxiixx) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), each Loan Agreement and each Mortgage Loan Loans 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;
(xxiiixxi) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), there has been no default of any senior mortgage loan related to a Mortgaged Property that has not been cured by a party other than the Servicer;
(xxiv) 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;
(xxvxxii) 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 of the Sale and Servicing AgreementD;
(xxvixxiii) The weighted average remaining term to maturity of the Pool I Initial Mortgage Loans on a contractual basis as of the Cut-Off Date is approximately 202 months and for the Pool II Mortgage Loans is approximately 208 215.7 months. On each date that the Loan Rates relating to Initial HELOC Mortgage Loans HELOCs have been adjusted, interest rate adjustments on the Initial HELOC Mortgage Loans HELOCs were made in compliance with the related Mortgages and Credit Line Agreement and applicable law. Over the term of each HELOC Mortgage LoanHELOC, the Loan Rate may not exceed the related Loan Rate Cap, if any. With respect to the Pool I HELOC Mortgage LoansInitial HELOCs, the weighted average Loan Rate Cap is approximately 18.00018%. With respect to the Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.000%. With respect to the Pool I HELOC Initial Mortgage Loans, the margins range between -1.0000% and 7.0006% and the weighted average margin is approximately 3.321% as of the related Cut-Off Date. With respect to the Pool II HELOC Mortgage Loans, the margins range between 0.000% and 6.250% and the weighted average margin is approximately 2.9823.29% as of the related Cut-Off Date. The Loan Rates on the Pool I Initial Mortgage Loans range between 5.8755.75% and 14.250%, the Loan Rates on the Pool II Mortgage Loans range between 5.875% and 13.75014.99% and the weighted average Loan Rate is approximately 8.796% for Pool I and 8.245% for Pool II7.2452%;
(xxviixxiv) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and 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;
(xxviiixxv) No more than 29.362.31% (by Initial Cut-Off Date Pool I Balance) of the Pool I Initial Mortgage Loans are secured by real property improved by individual condominium units, planned development units units, townhouses or two-to-to- four family residences erected thereon, and approximately 70.6497.69% (by Initial Cut-Off Date Pool Balance) of the Initial Mortgage Loans are secured by real property with a one-family residence erected thereon; No more than 24.49% (by Cut-Off Date 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 75.51% (by Cut-Off Date Pool II Balance) of the Mortgage Loans are secured by real property with a detached one-family residence erected thereon;
(xxvi) The Credit Limits on the Initial HELOCs range between $8,000 and $400,000 with an average of $47,833.61. As of the applicable Cut-Off Date, no Initial Mortgage Loans had a principal balance in excess of approximately $394,517.93 and the average principal balance of the Initial Mortgage Loans is equal to approximately $37,703.88 and the average Credit Limit Utilization Rate (weighted by credit line) of the Initial HELOCs is 76.03%;
(xxvii) 100% of the Initial Mortgage Loans are second liens;
(xxviii) Either (A) this Agreement constitutes a valid transfer and assignment to the Trust of all right, title and interest of the Sponsor in and to the Cut-Off Date Asset Balances with respect to the applicable Mortgage Loans, all monies due or to become due with respect thereto (excluding payments in respect of accrued interest due prior to the Cut-Off Date and with respect to interest payments on the Initial Mortgage Loans, an amount equal to the Class A Note Rate, the Class S Note Rate, the fee paid to the Servicer, the Owner Trustee's fee, the Indenture Trustee's fee and the Premium Fee for a period of 21 days), and all proceeds of such Cut-Off Date Asset Balances with respect to the Mortgage Loans and such funds as are from time to time deposited in the Collection Account (excluding any investment earnings thereon) and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Trust, and upon payment for the Additional Balances, will constitute a valid transfer and assignment to the Indenture Trustee of all right, title and interest of the Sponsor in and to the Additional Balances, all monies due or to become due with respect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of "Trust" relating to the Additional Balances or (B) this Agreement constitutes a grant of a security interest (as defined in the UCC as in effect in New York) in such property to the Indenture Trustee on behalf of the Trust. If this Agreement constitutes the grant of a security interest to the Trust in such property, and if the Indenture Trustee obtains and maintains possession of the Mortgage File for each Mortgage Loans, the Trust shall have a first priority perfected security interest in such property, subject to the effect of Section 9-306 of the UCC with respect to collections on the Mortgage Loans that are deposited in the Collection Account in accordance with the next to last paragraph of Section 3.02(b) of the Sale and Servicing Agreement; and
(xxix) Each Mortgagor as of the Closing Date with respect to the Initial Mortgage Loans or the Transfer Date with respect to any Subsequent Mortgage Loans is not insolvent or bankrupt.
(b) Seller represents and warrants to Purchaser that each Mortgage Loan shall have been originated in conformity with and meets, as of the Purchase Date, the underwriting standards for the Seller's home equity loans described in the Prospectus Supplement dated March 20, 1998 with respect to the Class A and Class S Notes.
(c) Each Mortgage Loan conforms to the representations and warranties set forth in Section 2.05 of the Sale and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Headlands Mortgage Securities Inc)
Representations and Warranties Regarding Mortgage Loans. (a) Seller represents and warrants to Purchaser as of the Closing Date with respect to each Initial Mortgage Loan Loan, and, as of the related Subsequent Transfer Date, with respect to each Subsequent Mortgage Loan, as follows:
(i) As of the Closing Date (with respect to the Initial Mortgage Loans and as of the applicable related Transfer Date with respect to the Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans) 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 or a Person controlling, controlled by or under common control with the Servicer and qualified to service mortgage loans;
(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;
(iv) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), the Mortgage Loans have not been assigned or pledged, and the Sponsor is the sole owner and holder of such Mortgage Loans 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 and assign the same pursuant to this Agreement;
(v) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and 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; 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 (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), there is no valid offset, defense or counterclaim of any obligor under any Loan Agreement or Mortgage;
(vii) To the best knowledge of the Sponsor, as of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and 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 (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), there is no proceeding pending or, to the best knowledge of the Sponsor, threatened for the total or partial condemnation of the related Mortgaged Property, and such property is free of material damage;
(ix) To the best knowledge of the Sponsor, as of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and 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 referred to in clause (xiv);
(x) No Minimum Monthly Payment is more than 89 days delinquent (measured on a contractual basis).
(xi) As of the Closing Date (or with respect to the Initial Mortgage Loans and as of the applicable Transfer Date with respect to any Subsequent Mortgage Loans and 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;
(xii) The related Loan Agreement and the related Mortgage at origination complied in all material respects with applicable state and federal laws, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage Loans;
(xiii) On the Closing DateDate with respect to the Initial Mortgage Loans and, to the extent not already included in such filing, (or as of on the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), the Sponsor has filed UCC-1 financing statements with respect to such Mortgage Loans;
(xiv) Either a lender's title insurance policy or binder was issued on the date of origination of the Mortgage Loans and each such policy is valid and remains in full force and effect, or a title search or guaranty of title customary in the relevant jurisdiction was obtained with respect to a Mortgage Loans as to which no title insurance policy or binder was issued;
(xv) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), none of the Mortgaged Properties is a mobile home or a manufactured housing unit;
(xvi) As of the Initial Cut-Off Date for the Initial Mortgage Loans no more than (a) 0.840.67% of the Initial Pool I Mortgage Loans (by Initial Cut-Off Date Pool I Balance), or (b) 3.503.14% of the Initial Group Pool II Mortgage Loans (by Initial Cut-Off Date Pool II Balance) are secured by Mortgaged Properties located in one United States postal zip code;
(xvii) The Combined Loan-to-Value Ratio for each Initial Pool I Mortgage Loan was not in excess of 100% and the Combined Loan-to-Value Ratio for each Initial Pool II Mortgage Loan was not in excess of 100%;
(xviii) Each Pool I Mortgage Loan substantially conforms to certain loan origination standards with respect to loan balances as of the date of origination set forth by the Federal National Mortgage Association.
(xix) 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;
(xx) The Sponsor has not transferred the Mortgage Loans to the Trust with any intent to hinder, delay or defraud any of its creditors;
(xxi) 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;
(xxii) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), each Loan Agreement and each Mortgage Loan 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;
(xxiii) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans), there has been no default of any senior mortgage loan related to a Mortgaged Property that has not been cured by a party other than the Servicer;
(xxiv) 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;
(xxv) 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 of the Sale and Servicing Agreement;
(xxvi) The weighted average remaining term to maturity of the Initial Pool I Mortgage Loans on a contractual basis as of the related Initial Cut-Off Date is approximately 202 207 months and for the Initial Pool II Mortgage Loans is approximately 208 209 months. On each date that the Loan Rates relating to Initial HELOC Mortgage Loans have been adjusted, interest rate adjustments on the Initial HELOC Mortgage Loans were made in compliance with the related Mortgages and Credit Line Agreement and applicable law. Over the term of each Initial HELOC Mortgage Loan, the Loan Rate may not exceed the related Loan Rate Cap, if any. With respect to the Initial Pool I HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00018.001%. With respect to the Initial Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.000%. With respect to the Initial Pool I HELOC Mortgage Loans, the margins range between -1.0000.00% and 7.0006.25% and the weighted average margin is approximately 3.3213.23% as of the related Initial Cut-Off Date. With respect to the Initial Pool II HELOC Mortgage Loans, the margins range between 0.0000.00% and 6.2506.00% and the weighted average margin is approximately 2.9823.00% as of the related Initial Cut-Off Date. The Loan Rates on the Initial Pool I Mortgage Loans range between 5.8755.625% and 14.25015.500%, the Loan Rates on the Initial Pool II Mortgage Loans range between 5.875% and 13.75014.500% and the weighted average Loan Rate is approximately 8.7967.084% for Pool I and 8.2456.451% for Pool II;
(xxvii) As of the Closing Date (or as of with respect to the Initial Mortgage Loans and the applicable Transfer Date with respect to any Subsequent Mortgage Loans and 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 29.3630.73% (by Cut-Off Date Initial Pool I Balance) of the Initial 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 70.6469.27% (by Cut-Off Date Initial Pool I Balance) of the Initial Pool I Mortgage Loans are secured by real property with a one-family residence erected thereon; No more than 24.4921.17% (by Cut-Off Date Initial Pool II Balance) of the Initial 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 75.5178.83% (by Cut-Off Date Initial Pool II Balance) of the Initial Pool II Mortgage Loans are secured by real property with a one-family residence erected thereon;
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Greenpoint Home Equity Loan Trust 1999 2)
Representations and Warranties Regarding Mortgage Loans. (a) Seller represents and warrants to Purchaser as of the Closing Date with respect to each Mortgage Loan (i) as of the Closing Date and (ii) on the applicable Transfer Date as follows:
(i) As of the Closing Date (with respect to the Mortgage Loans and as of the applicable related Transfer Date with respect to any Eligible Substitute Mortgage Loans) and, 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 or a Person controlling, controlled by or under common control with the Servicer and qualified to service mortgage loansServicer;
(iii) The applicable Cut-Off Date Principal Balance has not been assigned or pledged, and the Sponsor Seller 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 AgreementAgreement and upon its acquisition of the Mortgage Loans, the Purchaser 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 Seller 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 Seller has full right and authority under all governmental and regulatory bodies having jurisdiction over the Seller, 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 Seller shall have transferred all of its right, title and interest in and to each Mortgage Loan and the Purchaser 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 (or as of with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), the Mortgage Loans have not been assigned or pledged, and the Sponsor is the sole owner and holder of such Mortgage Loans 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 and assign the same pursuant to this Agreement;
(v) As of the Closing Date (or as of 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 generallygenerally 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 (or as of with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there is no valid right to rescission offset, defense (including the defense of usury) or counterclaim of any obligor under any Loan Agreement or Mortgage;
(vii) To the best knowledge of the Sponsor, as As of the Closing Date (or as of 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 (or as of 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, to the best knowledge of the Sponsor, or threatened for the total or partial condemnation of the related any Mortgaged Property, nor is such a proceeding currently occurring, and such property is free 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 material damagethe Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;
(ix) To the best knowledge of the Sponsor, as As of the Closing Date (or as of 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 89 59 days delinquent (measured on a contractual basis).;
(xi) As of the Closing Date (or as of 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;
(xii) The related Loan Agreement and the related Mortgage at origination complied in all material respects with applicable state and federal laws, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity opportunity, recording or disclosure laws applicable to the Mortgage LoansLoans 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, Date with respect to the Mortgage Loans and to the extent not already included in such filing, (or as of on the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), the Sponsor Seller has filed UCC-1 financing statements with respect to such Mortgage Loans;
(xiv) Either a A lender's policy of title insurance policy insurance, xxxxxxxXxxxx.xxx lender master protection program (standard mortgage guaranty) or binder a commitment (binder) to issue the same or an attorney's certificate or opinion of title was issued effective on the date of the origination of the Mortgage Loans each mortgage loan and each such policy or certificate or opinion of title is valid and remains in full force and effect, or a title search or guaranty of title customary in the relevant jurisdiction was obtained with respect to a Mortgage Loans as to which no title insurance policy or binder was issued;
(xv) As of the Closing Date (or as of 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) 0.840.83% of the Pool I Mortgage Loans (by Cut-Off Date Pool I Balance), or (b) 3.502.58% of the Initial Group Pool II Mortgage Loans (by Cut-Off Date Pool II 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%;
(xviii) Each Pool I Mortgage Loan substantially conforms to certain all applicable loan origination standards with respect to loan balances as of the date of origination set forth by the Federal National Mortgage AssociationXxxxxxx Mac.
(xix) No selection procedure reasonably believed by the Sponsor Seller to be adverse to the interests of the Noteholders or Securityholders, the Insurer or Xxxxxxx Mac was utilized in selecting the Mortgage LoansLoans for sale to the Purchaser, provided, however, that the Mortgage Loans were selected from the pool of mortgage loans originated in connection with the Seller's mortgage loan origination program;
(xx) The Sponsor Seller has not transferred the Mortgage Loans to the Trust Purchaser with any intent to hinder, delay or defraud any of its creditors;
(xxi) 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;
(xxii) As of the Closing Date (or as of 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 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;
(xxiii) As of the Closing Date (or as of with respect to the Mortgage Loans and the applicable Transfer Date with respect to any Eligible Substitute Mortgage Loans), there has been no default 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;
(xxiv) 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;
(xxv) 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 of to the Sale and Servicing Agreement;
(xxvi) 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 202 205 months and for the Pool II Mortgage Loans is approximately 208 203 months. On each date that the Loan Rates relating to Initial HELOC Mortgage Loans have been adjusted, interest rate adjustments on the Initial 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 18.00018.00%. With respect to the Pool II HELOC Mortgage Loans, the weighted average Loan Rate Cap is approximately 18.00018.00%. With respect to the Pool I HELOC Mortgage Loans, the margins range between -1.0000.00% and 7.0008.00% and the weighted average margin is approximately 3.3212.96% as of the related Cut-Off Date. With respect to the Pool II HELOC Mortgage Loans, the margins range between 0.0000.00% and 6.2506.52% and the weighted average margin is approximately 2.9823.01% as of the related Cut-Off Date. The Loan Rates on the Pool I Mortgage Loans range between 5.8752.48% and 14.25016.27%, the Loan Rates on the Pool II Mortgage Loans range between 5.8755.85% and 13.75016.02% and the weighted average Loan Rate is approximately 8.7969.15% for Pool I and 8.2459.95% for Pool II;
(xxvii) As of the Closing Date (or as of 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 29.3627.91% (by Cut-Off Date 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 70.6472.09% (by Cut-Off Date Pool I Balance) of the Pool I Mortgage Loans are secured by real property with a one-family residence erected thereon; . No more than 24.4928.89% (by Cut-Off Date 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 75.5171.11% (by Cut-Off Date 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: Mortgage Loan Purchase Agreement (Greenpoint Mortgage Securities Inc/)
