SET FORTH FOR SELLER IN
PARAGRAPH 15.
AS OF THE DATE HEREOF, AND DURING THE FOUR (4) MONTHS IMMEDIATELY
PRECEDING THAT DATE, THE CHIEF EXECUTIVE OFFICE OF SELLER AND THE OFFICE WHERE
IT KEEPS ITS FINANCIAL BOOKS AND RECORDS RELATING TO ITS PROPERTY AND ALL
CONTRACTS RELATING THERETO AND ALL ACCOUNTS ARISING THEREFROM IS AND HAS BEEN
LOCATED AT THE ADDRESS SET FORTH FOR SELLER IN PARAGRAPH 15.
AS OF THE DATE
HEREOF, SELLER'S JURISDICTION OF ORGANIZATION IS THE STATE SPECIFIED IN
PARAGRAPH 15.
(XXVII)
NO ADVERSE SELECTION.
SELLER USED NO SELECTION
PROCEDURES THAT IDENTIFIED THE PURCHASED MORTGAGE LOANS OFFERED TO BUYER FOR
PURCHASE HEREUNDER AS BEING LESS DESIRABLE OR VALUABLE THAN OTHER COMPARABLE
MORTGAGE LOANS OWNED BY SELLER.
(XXVIII)
MERS.
SELLER AND EACH APPROVED TAKEOUT INVESTOR IS A
MEMBER OF MERS IN GOOD STANDING.
(XXIX)
PRINCIPAL.
SELLER IS ENGAGING IN THE TRANSACTIONS
AS A PRINCIPAL.
(XXX)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED.
(XXXI)
NATIONAL CITY BANK.
NO MORTGAGE ASSETS OR PROCEEDS
THEREOF ARE MAINTAINED AT OR DEPOSITED INTO ANY ACCOUNT MAINTAINED AT NATIONAL
CITY BANK.
(B)
MORTGAGE LOAN REPRESENTATIONS.
SELLER
REPRESENTS AND WARRANTS TO BUYER THAT (I) EACH PURCHASED MORTGAGE LOAN IS AN
ELIGIBLE MORTGAGE LOAN ON AND AS OF THE PURCHASE DATE THEREFOR, (II) EACH
MORTGAGE LOAN TO BE TRANSFERRED FROM SELLER TO BUYER AS AN ADDITIONAL PURCHASED
MORTGAGE LOAN IS AN ELIGIBLE MORTGAGE LOAN ON AND AS OF THE DATE OF TRANSFER
THEREOF AND (III) EACH PURCHASED MORTGAGE LOAN IDENTIFIED AS AN ELIGIBLE
MORTGAGE LOAN BY SELLER IN ANY REPORT OR OTHER INFORMATION DELIVERED TO BUYER IS
AN ELIGIBLE MORTGAGE LOAN.
SELLER FURTHER MAKES THE REPRESENTATIONS AND
WARRANTIES REGARDING EACH PURCHASED MORTGAGE LOAN (INCLUDING EACH ADDITIONAL
PURCHASED MORTGAGE LOAN) AS ARE SET FORTH IN EXHIBIT B.
(C)
SURVIVAL OF REPRESENTATIONS.
ALL THE
REPRESENTATIONS AND WARRANTIES MADE BY SELLER TO BUYER IN THIS AGREEMENT ARE
BINDING ON SELLER REGARDLESS OF WHETHER THE SUBJECT MATTER THEREOF WAS UNDER THE
CONTROL OF SELLER OR A THIRD PARTY.
SELLER ACKNOWLEDGES THAT BUYER WILL RELY
UPON ALL SUCH REPRESENTATIONS AND WARRANTIES WITH RESPECT TO EACH PURCHASED
MORTGAGE LOAN PURCHASED BY BUYER HEREUNDER, AND SELLER MAKES SUCH
REPRESENTATIONS AND WARRANTIES IN ORDER TO INDUCE BUYER TO PURCHASE THE MORTGAGE
LOANS.
THE REPRESENTATIONS AND WARRANTIES BY SELLER IN THIS AGREEMENT WITH
RESPECT TO A PURCHASED MORTGAGE LOAN SHALL BE UNAFFECTED BY, AND SHALL SUPERSEDE
AND CONTROL OVER, ANY PROVISION IN ANY EXISTING OR FUTURE ENDORSEMENT OF ANY
PURCHASED MORTGAGE LOAN OR IN ANY ASSIGNMENT WITH RESPECT TO SUCH PURCHASED
MORTGAGE LOAN TO THE EFFECT THAT SUCH ENDORSEMENT OR ASSIGNMENT IS WITHOUT
RECOURSE OR WITHOUT REPRESENTATION OR WARRANTY.
ALL SELLER REPRESENTATIONS AND
WARRANTIES SHALL SURVIVE DELIVERY OF THE LOAN FILES AND THE CONFIRMATIONS,
PURCHASE BY BUYER OF PURCHASED MORTGAGE LOANS, TRANSFER OF THE SERVICING FOR THE
PURCHASED MORTGAGE LOANS TO A SUCCESSOR SERVICER, DELIVERY OF PURCHASED MORTGAGE
LOANS TO AN APPROVED TAKEOUT INVESTOR, REPURCHASES OF THE PURCHASED MORTGAGE
LOANS BY SELLER AND
36
TERMINATION OF THIS AGREEMENT. THE REPRESENTATIONS AND