Eligible Loans
As to each Loan that is subject to a Transaction hereunder (and the related
Mortgage, Note, Assignment of Mortgage and Mortgaged Property), each Seller
shall be deemed to make the following representations and warranties to Buyer as
of the Purchase Date and as of each date such Loan is subject to a Transaction:
(A)
LOANS AS DESCRIBED. THE INFORMATION SET
FORTH IN THE LOAN SCHEDULE WITH RESPECT TO THE LOAN IS COMPLETE, TRUE AND
CORRECT IN ALL MATERIAL RESPECTS.
(B)
PAYMENTS CURRENT. EXCEPT WITH RESPECT TO ANY
EARLY PAYMENT DEFAULT REPURCHASED LOAN, THE FIRST MONTHLY PAYMENT SHALL HAVE
BEEN MADE PRIOR TO THE SECOND SCHEDULED MONTHLY PAYMENT BECOMING DUE.
(C)
NO OUTSTANDING CHARGES. THERE ARE NO
DEFAULTS IN COMPLYING WITH THE TERMS OF THE MORTGAGE SECURING THE LOAN, AND ALL
TAXES, GOVERNMENTAL ASSESSMENTS, INSURANCE PREMIUMS, WATER, SEWER AND MUNICIPAL
CHARGES, LEASEHOLD PAYMENTS OR GROUND RENTS WHICH PREVIOUSLY BECAME DUE AND
OWING HAVE BEEN PAID, OR AN ESCROW OF FUNDS HAS BEEN ESTABLISHED IN AN AMOUNT
SUFFICIENT TO PAY FOR EVERY SUCH ITEM WHICH REMAINS UNPAID AND WHICH HAS BEEN
ASSESSED BUT IS NOT YET DUE AND PAYABLE. NEITHER THE SELLER NOR THE QUALIFIED
ORIGINATOR FROM WHICH THE SELLER ACQUIRED THE LOAN HAS ADVANCED FUNDS, OR
INDUCED, SOLICITED OR KNOWINGLY RECEIVED ANY ADVANCE OF FUNDS BY A PARTY OTHER
THAN THE MORTGAGOR, DIRECTLY OR INDIRECTLY, FOR THE PAYMENT OF ANY AMOUNT
REQUIRED UNDER THE LOAN, EXCEPT FOR INTEREST ACCRUING FROM THE DATE OF THE NOTE
OR DATE OF DISBURSEMENT OF THE PROCEEDS OF THE LOAN, WHICHEVER IS MORE RECENT,
TO THE DAY WHICH PRECEDES BY ONE MONTH THE DUE DATE OF THE FIRST INSTALLMENT OF
PRINCIPAL AND INTEREST THEREUNDER.
(D)
ORIGINAL TERMS UNMODIFIED. THE TERMS OF THE
NOTE AND MORTGAGE HAVE NOT BEEN IMPAIRED, WAIVED, ALTERED OR MODIFIED IN ANY
RESPECT, FROM THE DATE OF ORIGINATION; EXCEPT BY A WRITTEN INSTRUMENT WHICH HAS
BEEN RECORDED, IF NECESSARY TO PROTECT THE INTERESTS OF THE BUYER, AND WHICH HAS
BEEN DELIVERED TO THE CUSTODIAN AND THE TERMS OF WHICH ARE REFLECTED IN THE LOAN
SCHEDULE. THE SUBSTANCE OF ANY SUCH WAIVER, ALTERATION OR MODIFICATION HAS BEEN
APPROVED BY THE TITLE INSURER, TO THE EXTENT REQUIRED BY THE TITLE INSURANCE
POLICY, AND ITS TERMS ARE REFLECTED ON THE LOAN SCHEDULE. NO MORTGAGOR IN
RESPECT OF THE LOAN HAS BEEN RELEASED, IN WHOLE OR IN PART, EXCEPT IN CONNECTION
WITH AN ASSUMPTION AGREEMENT APPROVED BY THE TITLE INSURER, TO THE EXTENT
REQUIRED BY SUCH POLICY, AND WHICH ASSUMPTION AGREEMENT IS PART OF THE MORTGAGE
FILE DELIVERED TO THE CUSTODIAN AND THE TERMS OF WHICH ARE REFLECTED IN THE LOAN
SCHEDULE.
(E)
NO DEFENSES. THE LOAN IS NOT SUBJECT TO ANY
RIGHT OF RESCISSION, SETOFF, COUNTERCLAIM OR DEFENSE, INCLUDING WITHOUT
LIMITATION THE DEFENSE OF USURY, NOR WILL THE OPERATION OF ANY OF THE TERMS OF
THE NOTE OR THE MORTGAGE, OR THE EXERCISE OF ANY RIGHT THEREUNDER, RENDER EITHER
THE NOTE OR THE MORTGAGE UNENFORCEABLE, IN WHOLE OR IN PART AND NO SUCH RIGHT