Representations, Warranties and Covenants of the Seller. The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein. As permitted under the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of December 15, 2003, between Countrywide and the Seller (the “Countrywide Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May 1, 2005 between the Seller and National City (the “National City Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, between Quicken and the Seller (the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004 between MortgageIT and the Seller (the “MortgageIT Servicing Agreement”) and the Seller’s Warranties and Servicing Agreement, dated as of August 1, 2005, relating to the WFHM 2005-W57 Mortgage Loans, (the “Xxxxx Servicing Agreement” and collectively with the Countrywide Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Servicing Agreement and the MortgageIT Servicing Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators concerning the Mortgage Loans. (a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that: (i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date. (ii) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws. (iii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws. (iv) With respect to the Group III Mortgage Loans, an appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained. (v) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6b Glossary Revised, Appendix E). (vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia. (b) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that: (i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement. (ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity. (iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans. (iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates. (v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading. (vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder. (vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. (viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof. (ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement. (x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions. (xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans. (xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller. (xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors. (c) With respect to the Countrywide Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date. (d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date. (e) With respect to the National City Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City). (f) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date. (g) With respect to the MortgageIT Mortgage Loan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date. (h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing Date. (i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-5)
Representations, Warranties and Covenants of the Seller. The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein. As permitted under the Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of December 15, 2003, between Countrywide and the Seller (the “Countrywide Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September March 1, 20032005, as amended and restated to and including May November 1, 2005 2005, between MortgageIT and the Seller and National City (the “National City MortgageIT Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement Agreement, dated as of November 1, 2004, between Quicken and the Seller (the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1October 31, 2005, between GreenPoint and the Seller and Quick Loan (the “GreenPoint Servicing Agreement”), Mortgage Quick Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement Agreement, dated as of November July 1, 2004 2006, between MortgageIT and the Seller and LIME Financial Services, Ltd. (the “MortgageIT LIME Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of July 1, 2006, between the Seller and Master Financial, Inc. (the “Master Financial Servicing Agreement”) and the Seller’s Warranties Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of August 1, 20052006, relating to between the WFHM 2005-W57 Mortgage Loans, Seller and Meritage (the “Xxxxx Meritage Servicing Agreement,” and collectively with the Countrywide Mortgage IT Servicing Agreement, the National City Quick Loan Servicing Agreement, the Quicken LIME Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Master Financial Servicing Agreement and the MortgageIT Servicing Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators concerning the Mortgage Loans.
(a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.
(iii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iv) With respect to the Group III Mortgage Loans, an appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(v) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6b Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(b) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.
(c) With respect to the Countrywide Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date.
(e) With respect to the National City Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City).
(f) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT Mortgage Loan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing Date.
(i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-He3)
Representations, Warranties and Covenants of the Seller. The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein. As permitted under the Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of December 15, 2003, between Countrywide and the Seller (the “Countrywide Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September March 1, 20032005, as amended and restated to and including May November 1, 2005 2005, between MortgageIT and the Seller and National City (the “National City MortgageIT Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement Agreement, dated as of November 1October 31, 20042005, between Quicken and the Seller and Quick Loan (the “Quicken Quick Loan Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004 between MortgageIT and the Seller (the “MortgageIT Servicing Agreement”) and the Seller’s Warranties and Servicing Agreement, dated as of August June 1, 20052006, relating to between the WFHM 2005-W57 Mortgage Loans, Seller and Mandalay (the “Xxxxx Mandalay Servicing Agreement,” and collectively with the Countrywide Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Mortgage IT Servicing Agreement and the MortgageIT Quick Loan Servicing Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators concerning the Mortgage Loans.
(a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.
(iii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iv) With respect to the Group III Mortgage Loans, an An appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(v) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6b 5.6c Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(vii) The original principal balance of each Group I Mortgage Loan is within Xxxxxxx Mac’s dollar amount limits for conforming one-to-four-family mortgage loans.
(viii) No refinance or purchase money Group I Mortgage Loan has an APR or total points and fees that exceed the thresholds set by the Home Ownership and Equity Protection Act of 1994 (“HOEPA”) and its implementing regulations, including 12 CFR§ 226.32(a)(1)(i) and (ii) and no Mortgage Loan is in violation of any comparable state law.
(ix) No borrower under a Group I Mortgage Loan was charged “points and fees” in an amount greater than (a) $1,000 or (b) 5% of the principal amount of such Mortgage Loan, whichever is greater. For purposes of this representation, “points and fees” (x) include origination, underwriting, broker and finder’s fees and charges that the lender imposed as a condition of making the mortgage loan, whether they are paid to the lender or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the mortgage (such as attorneys’ fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees and charges, which miscellaneous fees and charges, in total, do not exceed 0.25 percent of the loan amount.
(x) With respect to any subordinate lien Group I Mortgage Loan, such lien is on a one- to four-family residence that is (or will be) the principal residence of the borrower.
(xi) No subordinate lien Group I Mortgage Loan has an original principal balance that exceeds one-half of the one-unit limitation for first lien mortgage loans, i.e., $208,500 (in Alaska, Guam, Hawaii or Virgin Islands: $312,750), without regard to the number of units.
(xii) The original principal balance of the first lien Group I Mortgage Loan plus the original principal balance of any subordinate lien Group I Mortgage Loans relating to the same mortgaged property does not exceed the applicable Xxxxxxx Mac loan limit for first lien mortgage loans for that property type.
(b) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.
(c) With respect to the Countrywide MortgageIT Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Quick Loan Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date.
(e) With respect to the National City Mandalay Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City).
(f) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT Mortgage Loan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing Date.
(i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-He2)
Representations, Warranties and Covenants of the Seller. The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein. As permitted under the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of December 15, 2003, between Countrywide and the Seller (the “Countrywide Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May 1, 2005 between the Seller and National City (the “National City Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, between Quicken and the Seller (the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), the Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 271, 2005, between Ameriquest SunTrust and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest SunTrust Servicing Agreement”), the Master Mortgage Loan Purchase Seller’s Warranties and Interim Servicing Agreement Agreement, dated as of November September 1, 2004 2005, between MortgageIT and the Seller (and Xxxxx Fargo relating to the “MortgageIT Servicing Agreement”) WFHM 2005-W68 Mortgage Loans and the Seller’s Warranties and Servicing Agreement, dated as of August September 1, 2005, between the Seller and Xxxxx Fargo relating to the WFHM 2005-W57 W69 Mortgage Loans, (together, the “Xxxxx Servicing AgreementAgreements” and collectively with the Countrywide Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Servicing Agreement and the MortgageIT Servicing SunTrust Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators concerning the Mortgage Loans.
(a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.
(iii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iv) With respect to the Group III Mortgage Loans, an An appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(v) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6b Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(b) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.
(c) With respect to the Countrywide Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date.
(e) With respect to the National City Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C B hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City).
(fe) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D C hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT Mortgage Loan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(hf) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F D hereto are true and correct and as of the date hereof and as of the Closing Date.
(ig) With respect to the Ameriquest SunTrust Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G E hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc. 2005-7)
Representations, Warranties and Covenants of the Seller. The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein. As permitted under the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement Agreement, dated as of December 15March 1, 20032006, between Countrywide and as amended by the Seller (the “Countrywide Servicing Agreement”), First Amendment to the Amended and Restated Master Seller’s Warranties and Servicing Mortgage Loan Purchase Agreement, dated as of September 1October 26, 20032006, as amended and restated to and including May 1, 2005 between the Seller and National City Wxxxx Fargo (the “National City Servicing Purchase Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, between Quicken and the Seller (the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004 between MortgageIT and the Seller (the “MortgageIT Servicing Agreement”) and the Seller’s Warranties and Servicing Agreement, dated as of August 1, 2005, relating to the WFHM 2005-W57 Mortgage Loans, (the “Xxxxx Servicing Agreement” and collectively with the Countrywide Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Servicing Agreement and the MortgageIT Servicing Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements Purchase Agreement to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators Originator concerning the Mortgage Loans.
(a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.
(iiiii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iviii) With respect to the Group III Mortgage Loans, an An appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(viv) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in the current version of Standard & Poor's LEVELS Version 5.6b LEVELS® Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(b) [Reserved].
(c) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.
(cd) With respect to the Countrywide Wxxxx Fargo Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date.
(e) With respect to the National City Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City).
(f) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT Mortgage Loan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing Date.
(i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-2)
Representations, Warranties and Covenants of the Seller. The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein. As permitted under the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement (the “Countrywide Servicing Agreement”) dated as of December 15, 2003, between Countrywide and the Seller (the “Countrywide Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May 1, 2005 between the Seller and National City (the “National City Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement (the “Quicken Servicing Agreement”) dated as of November 1, 2004, between Quicken and the Seller (Seller, the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), Mortgage Loan Purchase and Interim Servicing Agreement (the “Master MortgageIT Agreement”), dated as of July 27November 1, 20052004, between Ameriquest MortgageIT and GMAC Mortgage Co. as assigned to the Seller by Corporation (“GMAC”) and the Assignment and Recognition Agreement thereto, dated as of July 27December 17, 2005 (2004, between GMAC and the Seller ( the “Ameriquest Servicing AAR” and together with the Master Mortgage IT Agreement, the “Mortgage IT Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement (the “CitiMortgage Agreement”), dated as of November February 1, 2004 2005, between MortgageIT CitiMortgage and the Seller (the “MortgageIT Servicing Agreement”) and the Seller’s Warranties and Servicing Agreement, dated as of August February 1, 2005, relating to between the WFHM Seller and Xxxxx Fargo, the Seller’s Warranties and Servicing Agreement, dated as of March 1, 2005-W57 Mortgage Loans, between the Seller and Xxxxx Fargo and the Seller’s Warranties and Servicing Agreement, dated as of April 1, 2005, between the Seller and Xxxxx Fargo, the (collectively, the “Xxxxx Servicing Agreement” and collectively together with the Countrywide Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Servicing CitiMortgage Agreement and the MortgageIT Servicing Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators concerning the Mortgage Loans.
(a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.
(iii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iv) With respect to the Group III Mortgage Loans, an An appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(v) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6b Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia. There is no mortgage loan in the trust that was originated on or after March 7, 2003, which is a “high cost home loan” as defined under the Georgia Fair Lending Act.
(vii) With respect to each Mortgage Loans with a fixed rate of interest, the related Originator did not, at the time of origination of the first lien mortgage loan, also originate a second lien mortgage loan which is not included in the trust.
(viii) With respect to each Mortgage Loan originated by Xxxxx: (a) No such mortgage loan underlying is covered by the Home Ownership and Equity Protection Act of 1994 (“HOEPA”) and no mortgage loan is in violation of any comparable state law; (b) no borrower obtained a prepaid single-premium credit-life, credit disability, credit unemployment or credit property insurance policy in connection with the origination of the mortgage loan; (c) each such mortgage loan is a “qualified mortgage” under Section 860G(a)(3) of the Code; (d) neither the related mortgage nor the related mortgage note with respect to such mortgage loan originated on or after August 1, 2004, requires the borrower to submit to arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan transaction; (e) the original principal balance of each such mortgage loan is within Xxxxxxx Mac’s dollar amount limits for conforming one-to-four-family mortgage loans.
(b) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.
(c) With respect to the Countrywide Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date.
(e) With respect to the National City MortgageIT Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City)Date.
(f) With respect to the Xxxxx Mortgage LoansLoan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT CitiMortgage Mortgage LoanLoans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing Date.
(i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Representations, Warranties and Covenants of the Seller. The Seller hereby makes to and for the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as benefit of the Closing Date or as Insurer each of the date specifically provided herein. As permitted under the Amended representations, warranties and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of December 15, 2003, between Countrywide and covenants made by the Seller (in the “Countrywide Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated Basic Documents to and including May 1, 2005 between the Seller and National City (the “National City Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, between Quicken and the Seller (the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004 between MortgageIT and the Seller (the “MortgageIT Servicing Agreement”) and the Seller’s Warranties and Servicing Agreement, dated as of August 1, 2005, relating to the WFHM 2005-W57 Mortgage Loans, (the “Xxxxx Servicing Agreement” and collectively with the Countrywide Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Servicing Agreement and the MortgageIT Servicing Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedulewhich it is a party, including, but not limited to, any representations Section 2.11 and warranties 7.01 of the Originators concerning Agreement. Such representations, warranties and covenants are incorporated herein by this reference as if fully set forth herein, and may not be amended except by an amendment complying with the Mortgage Loans.terms of the last sentence of Section 6.1. In addition, the Seller represents and warrants as of the Closing Date as follows:
(a) The Seller hereby represents offer and warrants, as to each Mortgage Loan, to the Purchaser, as sale of the date hereof and as of Notes by the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made complied Issuer complies in all material respects with all requirements of law, including all registration requirements of applicable local, state and federal securities laws, including, but not limited to, all applicable predatory and abusive lending laws.
(iii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iv) With respect to the Group III Mortgage Loans, an appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(v) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6b Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(b) The Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended. The Issuer is not required to be registered as an “investment company” under the Investment Company Act. Neither the offer nor the sale of the Notes by the Issuer will be in violation of the Securities Act or any other federal or state securities law. The Seller hereby represents and warrants will satisfy any of the information reporting requirements of the Securities Exchange Act arising out of the Transaction to which it is subject.
(c) The information or statements contained in the Documents furnished to the PurchaserInsurer by Seller, as amended, supplemented or superseded on or prior to the date hereof, taken as a whole, does not, if restated at and as of the date hereof and as of the Closing Datehereof, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the such information or statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or misleading in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleadingrespect.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiiid) The Seller is solvent and will not be rendered insolvent by the consummation Transaction and, after giving effect to the Transaction, the Seller will not be left with an unreasonably small amount of capital with which to engage in its business, and the transactions contemplated herebySeller does not intend to incur, nor believes that it has incurred, debts beyond its ability to pay as they mature. The Seller is does not transferring any Mortgage loan contemplate the commencement of insolvency, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official with any intent respect to hinder, delay it or defraud any of its creditors.
(c) With respect to the Countrywide Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Dateassets.
(e) With The principal place of business of the Seller is Ripon, Wisconsin and its books and records with respect to the National City Mortgage LoansLoans are located at Wilmington, the Seller hereby represents Delaware, Ripon, Wisconsin and warrantsChicago, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City)Illinois.
(f) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT Mortgage Loan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing Date.
(i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Insurance and Indemnity Agreement (Alliance Laundry Systems LLC)
Representations, Warranties and Covenants of the Seller. The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein. As permitted under the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement Agreement, dated as of December 15March 1, 20032006, and as amended October 26, 2006, between Countrywide Wxxxx Fargo and the Seller (the “Countrywide Servicing Agreement”), the Amended and Restated Wxxxx Fargo Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May 1, 2005 between the Seller and National City (the “National City Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, between Quicken and the Seller (the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004 between MortgageIT and the Seller (the “MortgageIT Servicing Agreement”) and the Seller’s Warranties and Servicing Agreement, dated as of August 1, 2005, relating to the WFHM 2005-W57 Mortgage Loans, (the “Xxxxx Servicing Agreement” and collectively with the Countrywide Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Servicing Agreement and the MortgageIT Servicing Agreement, the “Servicing AgreementsPurchase Agreement”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements Purchase Agreement to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators Originator concerning the Mortgage Loans.
(a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.
(iiiii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iviii) With respect to the Group III Mortgage Loans, an An appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(viv) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in the current version of Standard & Poor's LEVELS Version 5.6b LEVELS® Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(b) [Reserved].
(c) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.
(cd) With respect to the Countrywide Wxxxx Fargo Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date.
(e) With respect to the National City Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City).
(f) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT Mortgage Loan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing Date.
(i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar5)
Representations, Warranties and Covenants of the Seller. The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein. As permitted under the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of December 15, 2003, between Countrywide and the Seller (the “Countrywide Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May April 1, 2005 between the Seller and National City (the “National City Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, between Quicken and the Seller (the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004 between MortgageIT and the Seller (the “MortgageIT Servicing Agreement”) and the Seller’s Warranties and Servicing Agreement, dated as of August 1, 2005, relating to the WFHM 2005-W57 Mortgage Loans, Loans between the Seller and Xxxxx Fargo (the “Xxxxx Servicing Agreement” and collectively together with the Countrywide Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Servicing Agreement and the MortgageIT Servicing Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators concerning the Mortgage Loans.
(a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.
(iii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iv) With respect to the Group III Mortgage Loans, an An appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(v) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6b Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(b) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.
(c) With respect to the Countrywide Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date.
(e) With respect to the National City Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C A hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City).
(fd) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D B hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT Mortgage Loan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing Date.
(i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc. 2005-4)
Representations, Warranties and Covenants of the Seller. The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein. As permitted under the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of December 15, 2003, between Countrywide and the Seller .
(the “Countrywide Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May 1, 2005 between the Seller and National City (the “National City Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, between Quicken and the Seller (the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned a) With respect to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004 between MortgageIT and the Seller (the “MortgageIT Servicing Agreement”) and the Seller’s Warranties and Servicing Agreement, dated as of August 1, 2005, relating to the WFHM 2005-W57 Xxxxx Fargo Mortgage Loans, (the “Xxxxx Servicing Agreement” and collectively with the Countrywide Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Servicing Agreement and the MortgageIT Servicing Agreement, the “Servicing Agreements”), the Seller hereby assigns represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth in Exhibit A, are true and correct as of the Closing Date.
(b) With respect to the Purchaser all of its rightFirst Republic Mortgage Loans, title the Seller hereby represents and interest under the Servicing Agreements warrants, to the extent Purchaser, that as of the Mortgage Loans set forth on Closing Date:
(i) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, disclosure or predatory and abusive lending laws applicable to the Mortgage Loan Schedulehave been complied with. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including, but not limited to, any representations certificates of occupancy and warranties of the Originators concerning the Mortgage Loans.
(a) The Seller hereby represents and warrantsfire underwriting certificates, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time have been made or obtained from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.appropriate authorities;
(ii) Each No Mortgage Loan at is a Covered Loan or a High Cost Loan (in the time it was made complied case of state or local law, as determined without giving effect to any available federal preemption, other than any exemptions specifically provided for in all material respects with applicable local, the relevant state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.or local law);
(iii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iv) With respect to the Group III Mortgage Loans, an appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(v) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6b Glossary Revised, Appendix E).;
(viiv) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(bc) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(iv) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(iivi) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iiivii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(ivviii) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing AgreementIndenture; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the CertificatesNotes.
(vix) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(vix) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(viixi) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viiixii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ixxiii) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(xxiv) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xixv) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xiixvi) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates Notes or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiiixvii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.
(c) With respect to the Countrywide Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date.
(e) With respect to the National City Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City).
(f) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT Mortgage Loan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing Date.
(i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Mortgage Loan Trust 2005-6)
Representations, Warranties and Covenants of the Seller. The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein. As permitted under the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of December 15, 2003, between Countrywide and the Seller (the “Countrywide Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September March 1, 20032006, and as amended and restated to and including May 1October 26, 2005 2006, between the Seller and National City Wxxxx Fargo (the “National City Servicing Wxxxx Fargo Purchase Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, between Quicken and the Seller (the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004 between MortgageIT and the Seller (the “MortgageIT Servicing Agreement”) and the Seller’s Warranties and Servicing Agreement, dated as of August 1, 2005, relating to the WFHM 2005-W57 Mortgage Loans, (the “Xxxxx Servicing Agreement” and collectively with the Countrywide Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Servicing Agreement and the MortgageIT Servicing Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements Purchase Agreement to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators Originator concerning the Mortgage Loans.
(a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.
(iiiii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iviii) With respect to the Group III Mortgage Loans, an An appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(viv) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in the current version of Standard & Poor's LEVELS Version 5.6b LEVELS® Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(b) [Reserved].
(c) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.
(cd) With respect to the Countrywide Wxxxx Fargo Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date.
(e) With respect to the National City Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City).
(f) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT Mortgage Loan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing Date.
(i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Ar9)
Representations, Warranties and Covenants of the Seller. The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein. As permitted under (a) the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement Agreement, dated as of December 15, 2003, and as amended on February 28, 2006, between Countrywide Home Loans, Inc. and the Seller (the “Countrywide Servicing Purchase Agreement”), (b) the Master Mortgage Loan Purchase and Servicing Agreement, dated as of June 1, 2006, between Fifth Third Bank and the Seller (the “Fifth Third Purchase Agreement”), (c) the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, and as amended and restated to and including on May 1, 2005 2005, between the Seller and National City (the “National City Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, between Quicken Co. and the Seller (the “Quicken Servicing National City Purchase Agreement”), ) and (d) the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004 between MortgageIT and the Seller (the “MortgageIT Servicing Agreement”) and the Seller’s Warranties and Servicing Agreement, dated as of August March 1, 20052006, relating to and as amended October 26, 2006, between the WFHM 2005-W57 Mortgage Loans, Seller and Wxxxx Fargo (the “Xxxxx Servicing Wxxxx Fargo Master Agreement” ”; and collectively together with the Countrywide Servicing Purchase Agreement, the Fifth Third Purchase Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Servicing Agreement and the MortgageIT Servicing Purchase Agreement, the “Servicing Purchase Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Purchase Agreements to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators concerning the Mortgage Loans.
(a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.
(iii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iv) With respect to the Group III Mortgage Loans, an appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(v) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6b Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(b) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.
(c) With respect to the Countrywide Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date.
(e) With respect to the National City Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City).
(f) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT Mortgage Loan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing Date.
(i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar4)
Representations, Warranties and Covenants of the Seller. The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein. As permitted under the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of December 15, 2003, between Countrywide and the Seller (the “Countrywide Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May 1, 2005 between the Seller and National City (the “National City Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, between Quicken and the Seller (the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April March 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”)MortgageIT, Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004 between MortgageIT Inc. and the Seller (the “MortgageIT Servicing Agreement”) and the Seller’s Warranties Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of August 1October 31, 2005, relating to between the WFHM 2005-W57 Mortgage LoansSeller and Quick Loan Funding, Inc. (the “Xxxxx Quick Servicing Agreement” and collectively with the Countrywide Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Servicing Agreement and the MortgageIT Mortgage IT Servicing Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators concerning the Mortgage Loans.
(a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.
(iii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iv) With respect to the Group III Mortgage Loans, an An appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(v) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6b 5.6c Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(b) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.
(c) With respect to the Countrywide Mortgage MortgageIT Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Quick Loan Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date.
(e) With respect to the National City Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City).
(f) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT Mortgage Loan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing Date.
(i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-He1)
Representations, Warranties and Covenants of the Seller. The Seller hereby represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee and the Purchaser understand, acknowledge Certificateholders and agree that, to the representations and warranties set forth in this Section 5 are made Depositor that as of the Closing Date or as of the such date specifically provided herein. As permitted under the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of December 15, 2003, between Countrywide and the Seller (the “Countrywide Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May 1, 2005 between the Seller and National City (the “National City Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, between Quicken and the Seller (the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004 between MortgageIT and the Seller (the “MortgageIT Servicing Agreement”) and the Seller’s Warranties and Servicing Agreement, dated as of August 1, 2005, relating to the WFHM 2005-W57 Mortgage Loans, (the “Xxxxx Servicing Agreement” and collectively with the Countrywide Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Servicing Agreement and the MortgageIT Servicing Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators concerning the Mortgage Loans.:
(a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) To the best of the Seller’s 's knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator assigned to the Depositor pursuant to the respective Servicing related Assignment Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(iib) Each To the best knowledge of the Seller, each Mortgage Loan at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.
(iiic) None of the mortgage loans are (i) “"High Cost” " as such term is defined in the Home Ownership Protection Act of 1994 (“"HOEPA”") or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iv) With respect to the Group III Mortgage Loans, an appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(v) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6b Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(b) The Seller hereby represents and warrants to the Purchaser, as . Within 90 days of the date hereof and as earlier of the Closing Date, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement discovery by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach or receipt of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of the breach of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; providedrepresentation, however, that warranty or covenant of the Seller makes no representation or warranty regarding federal or state securities laws set forth in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assetsSection 2.04, which violation might have consequences that would materially and adversely affect affects the condition (financial or otherwise) or the operation interests of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have Certificateholders in any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record titleLoan, the Seller shall retain take such record title action described in Section 2.03 in respect of such ResMae Mortgage Loan. Notwithstanding anything to each Mortgagethe contrary set forth in Section 2.03, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans breach by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.
(c) With respect to the Countrywide Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date.
(e) With respect to the National City Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as made by the Seller under this Section 2.04 that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Certificateholders, if the Seller would not be in breach of such representation or warranty but for a breach by one of the Originators of a representation and warranty made by such Originator in the related Master Agreement, then such Originator thereunder, in the manner and to the mortgaged property being free of damage extent set forth therein, and wastenot the Seller, without regard hereunder shall be required to knowledge or lack of knowledge thereof by National City).
(f) remedy such breach. With respect to the Xxxxx representations and warranties contained in this Section 2.04 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage LoansLoan, or the interest therein of the Certificateholder, then notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in Section 2.03 in respect of such Mortgage Loan. In addition to the foregoing, within 90 days of the earlier of discovery by the Seller or receipt of notice by the Seller of (i) the breach of any representation or warranty of Residential Mortgage Assistance Enterprise, LLC set forth in Section 7.02 of the ResMae Master Agreement which materially and adversely affects the interests of the Certificateholders in any ResMae Mortgage Loan and for which Residential Mortgage Assistance Enterprise, LLC has failed to cure such breach in accordance with the terms of the ResMae Master Agreement and (ii) the fact that Residential Mortgage Assistance Enterprise, LLC is no longer an operating company or an Officers' Certificate certifying to the fact that Residential Mortgage Assistance Enterprise, LLC is financially unable to cure such breach pursuant to the terms of the ResMae Master Agreement, the Seller hereby represents and warrants, for the benefit shall take such action described in Section 2.03 in respect of such ResMae Mortgage Loan. Such obligation of the Purchaser, Seller shall continue until such time that Fitch informs the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT Mortgage LoanTrustee, the Seller hereby represents Depositor and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, in writing that such obligation is no longer required in order for Fitch to maintain its then-current ratings on the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing DateCertificates.
(i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Financial Asset Sec Corp Asset Back Certs Ser 2003-2)
Representations, Warranties and Covenants of the Seller. The Seller hereby makes to and for the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as benefit of the Closing Date or as Insurer each of the date specifically provided herein. As permitted under the Amended representations, warranties and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of December 15, 2003, between Countrywide and covenants made by the Seller (in the “Countrywide Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated Basic Documents to and including May 1, 2005 between the Seller and National City (the “National City Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, between Quicken and the Seller (the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Ameriquest Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004 between MortgageIT and the Seller (the “MortgageIT Servicing Agreement”) and the Seller’s Warranties and Servicing Agreement, dated as of August 1, 2005, relating to the WFHM 2005-W57 Mortgage Loans, (the “Xxxxx Servicing Agreement” and collectively with the Countrywide Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the GreenPoint Servicing Agreement, the Ameriquest Servicing Agreement and the MortgageIT Servicing Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedulewhich it is a party, including, but not limited to, any representations Section 2.11 and warranties 7.01 of the Originators concerning Agreement. Such representations, warranties and covenants are incorporated herein by this reference as if fully set forth herein, and may not be amended except by an amendment complying with the Mortgage Loans.terms of the last sentence of Section 6.1. In addition, the Seller represents and warrants as of the Closing Date as follows:
(a) The Seller hereby represents offer and warrants, as to each Mortgage Loan, to the Purchaser, as sale of the date hereof and as of Notes by the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made complied Issuer complies in all material respects with all requirements of law, including all registration requirements of applicable local, state and federal securities laws, including, but not limited to, all applicable predatory and abusive lending laws.
(iii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iv) With respect to the Group III Mortgage Loans, an appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(v) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6b Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(b) The Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended. The Issuer is not required to be registered as an "investment company" under the Investment Company Act. Neither the offer nor the sale of the Notes by the Issuer will be in violation of the Securities Act or any other federal or state securities law. The Seller hereby represents and warrants will satisfy any of the information reporting requirements of the Securities Exchange Act arising out of the Transaction to which it is subject.
(c) The information or statements contained in the Documents furnished to the PurchaserInsurer by Seller, as amended, supplemented or superseded on or prior to the date hereof, taken as a whole, does not, if restated at and as of the date hereof and as of the Closing Datehereof, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the such information or statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or misleading in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleadingrespect.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiiid) The Seller is solvent and will not be rendered insolvent by the consummation Transaction and, after giving effect to the Transaction, the Seller will not be left with an unreasonably small amount of capital with which to engage in its business, and the transactions contemplated herebySeller does not intend to incur, nor believes that it has incurred, debts beyond its ability to pay as they mature. The Seller is does not transferring any Mortgage loan contemplate the commencement of insolvency, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official with any intent respect to hinder, delay it or defraud any of its creditors.
(c) With respect to the Countrywide Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Dateassets.
(e) With The principal place of business of the Seller is Ripon, Wisconsin and its books and records with respect to the National City Mortgage LoansLoans are located at Wilmington, the Seller hereby represents Delaware, Ripon, Wisconsin and warrantsChicago, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City)Illinois.
(f) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date.
(g) With respect to the MortgageIT Mortgage Loan, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.
(h) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct and as of the date hereof and as of the Closing Date.
(i) With respect to the Ameriquest Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof and as of the Closing Date.
Appears in 1 contract
Samples: Insurance and Indemnity Agreement (Alliance Laundry Corp)
