Exhibit 99.1
FIELDSTONE MORTGAGE INVESTMENT
CORPORATION,
AS PURCHASER,
AND
FIELDSTONE INVESTMENT CORPORATION,
AS SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
DATED AS OF OCTOBER 1, 2006
ADJUSTABLE AND FIXED RATE MORTGAGE
LOANS
TABLE OF CONTENTS
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Page
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ARTICLE I
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DEFINITIONS
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Section 1.01.
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Definitions
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1
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ARTICLE II
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SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE
PRICE
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Section 2.01.
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Sale of Mortgage Loans
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1
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Section 2.02.
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Obligations of Seller Upon
Sale
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2
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Section 2.03.
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Payment of Purchase Price for the
Mortgage Loans
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2
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ARTICLE III
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REPRESENTATIONS AND WARRANTIES; REMEDIES FOR
BREACH
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Section 3.01.
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Representations and Warranties of
the Seller
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3
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Section 3.02.
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Seller Representations and
Warranties Relating to the Mortgage Loans
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4
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Section 3.03.
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Remedies for Breach
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18
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ARTICLE IV
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COVENANTS OF THE SELLER
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Section 4.01.
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Covenants of the
Seller
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19
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ARTICLE V
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SERVICING
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Section 5.01.
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Servicing
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19
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ARTICLE VI
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INDEMNIFICATION BY THE SELLER WITH RESPECT TO
THE MORTGAGE LOANS
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Section 6.01.
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Indemnification
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20
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ARTICLE VII
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TERMINATION
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Section 7.01.
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Termination
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20
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ARTICLE VIII
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MISCELLANEOUS PROVISIONS
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Section 8.01.
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Amendment
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20
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Section 8.02.
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Governing Law
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20
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Section 8.03.
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Notices
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20
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i
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Section 8.04.
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Severability of
Provisions
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21
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Section 8.05.
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Counterparts
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21
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Section 8.06.
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Further Agreements
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21
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Section 8.07.
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Intention of the
Parties
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22
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Section 8.08.
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Successors and Assigns:
Assignment of Purchase Agreement
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22
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Section 8.09.
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Survival
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23
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Section 8.10.
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Third Party
Beneficiaries
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23
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Schedule I
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Mortgage Loans
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Schedule II
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Balloon Loans
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Schedule III
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Tax Deficient Loans
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ii
MORTGAGE
LOAN PURCHASE AGREEMENT (the “Agreement”), dated as of
October 1, 2006, between FIELDSTONE INVESTMENT CORPORATION (the
“Seller”) and FIELDSTONE MORTGAGE INVESTMENT
CORPORATION (the “Purchaser” or the
“Depositor”).
W I T N E S
S E T H
WHEREAS,
the Seller is the owner of the notes or other evidence of
indebtedness (the “Mortgage Notes”) so indicated on
Schedule I hereto referred to below, and Related Documents (as
defined below) (collectively, the “Mortgage
Loans”);
WHEREAS,
the Seller as of the date hereof owns the mortgages (the
“Mortgages”) on the properties (the “Mortgaged
Properties”) securing such Mortgage Loans, including rights
to (a) any property acquired by foreclosure or deed in lieu of
foreclosure or otherwise and (b) the proceeds of any insurance
policies covering the Mortgage Loans or the Mortgaged Properties or
the obligors on the Mortgage Loans;
WHEREAS,
the parties hereto desire that the Seller sell the related Mortgage
Loans to the Purchaser pursuant to the terms of this
Agreement;
WHEREAS,
the Purchaser will assign to Fieldstone Mortgage Investment Trust,
Series 2006-3 (the “Trust” or the “Issuer”)
all of its rights against the Seller pursuant to this Agreement as
described herein pursuant to the terms of a Transfer and Servicing
Agreement dated as of October 1, 2006 (the “Transfer and
Servicing Agreement”), among the Purchaser, the Trust, Wells
Fargo Bank, N.A., as master servicer and trust administrator, HSBC
Bank USA, as indenture trustee, Fieldstone Servicing Corp., as
servicer, the Seller, and JPMorgan Chase Bank, National
Association, as subservicer;
WHEREAS,
the Trust will pledge to the Indenture Trustee all of its rights
against the Seller pursuant to this Agreement and the Transfer and
Servicing Agreement as described herein and therein, respectively,
pursuant to the terms of an Indenture dated as of October 1, 2006
(the “Indenture”) among the Trust, the Trust
Administrator and the Indenture Trustee;
NOW,
THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section
1.01. Definitions . All capitalized terms used but not
defined herein shall have the meanings assigned thereto in the
Transfer and Servicing Agreement.
ARTICLE II
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section
2.01. Sale of Mortgage Loans . The Seller, concurrently with
the execution and delivery of this Agreement, does hereby sell,
assign, set over, and otherwise convey to the Purchaser, without
recourse, all of its right, title and interest in (other than any
servicing rights
relating to the Mortgage Loans),
to and under the following, whether now existing or hereafter
acquired and wherever located: (i) the Mortgage Loans, including
the related Cut-off Date Balance, all payments in respect of the
Mortgage Loans received after the Cut-off Date (exclusive of
payments in respect of principal and interest on the delinquent
Mortgage Loans due prior to the Cut-off Date and received
thereafter); (ii) property which secured an Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure;
(iii) the interest of the Seller in any insurance policies in
respect of the Mortgage Loans; (iv) all rights under any guaranty
and/or additional security agreement executed in connection with an
Mortgage Loan; and (v) all proceeds of the foregoing.
Section
2.02. Obligations of Seller Upon Sale . In connection with
any transfer pursuant to Section 2.01 hereof, the Seller further
agrees, at its own expense, on or prior to the Closing Date, (a) to
indicate in its books and records, other than for accounting and
federal income tax purposes, that the Mortgage Loans have been sold
to the Owner Trustee, as assignee of the Purchaser pursuant to this
Agreement and (b) to deliver to the Purchaser a computer file
containing a true and complete list of all such Mortgage Loans
specifying for each such Mortgage Loan, as of the related Cut-off
Date, (i) its account number and (ii) the Cut-off Date Balance. The
file prepared by or on behalf of the Seller shall also be marked as
Schedule I to this Agreement is hereby incorporated into and made a
part of this Agreement.
In
connection with any conveyance by the Seller, the Seller shall on
behalf of the Purchaser, the Depositor and the Issuer deliver to,
and deposit with the Custodian, as custodian on behalf of the
Indenture Trustee, as assignee of the Purchaser, on or before the
Closing Date (except as noted below) the documents or instruments
with respect to each Mortgage Loan (collectively, the
“Mortgage File” or, other than the Mortgage Note, the
“Related Documents”) listed in Section 2.01(b) of the
Transfer and Servicing Agreement.
The
parties hereto intend that the transaction set forth herein be a
sale for all purposes other than accounting and federal income tax
purposes by the Seller to the Purchaser of all the Seller’s
right, title and interest in and to the Mortgage Loans and other
property described above. In the event the transaction set forth
herein is deemed not to be a sale, the Seller hereby grants to the
Purchaser a security interest in all of the Seller’s right,
title and interest in, to and under the Mortgage Loans and the
Related Documents and other property described above, whether now
existing or hereafter created, to secure all of the Seller’s
obligations hereunder; and this Agreement shall constitute a
security agreement under applicable law. The parties hereto intend
that for federal income tax purposes the transaction set forth
herein be treated not as a sale, but as though the Seller retained
the tax ownership of the Mortgage Loans through the Trust as a
disregarded entity with the Seller as the borrower under the
Notes.
Section
2.03. Payment of Purchase Price for the Mortgage Loans . In
consideration of the sale of the Mortgage Loans from the Seller to
the Purchaser on the Closing Date, the Purchaser agrees to pay to
the Seller on the Closing Date by transfer of immediately available
funds, an amount equal to $859,062,170 (the “Purchase
Price”). The Seller shall pay, and be billed directly for,
all expenses incurred by the Purchaser in connection with the
issuance of the Notes, including, without limitation, printing fees
incurred in connection with the prospectus relating to the Notes,
blue sky registration fees and expenses, fees and expenses of
Counsel to the Issuer, fees of the rating agencies requested to
rate the Notes, accountant’s fees and expenses,
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Custodian fees, loan level due
diligence fees, the fees and expenses of the Indenture Trustee and
the Owner Trustee and other out-of-pocket costs, if any.
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section
3.01. Representations and Warranties of the Seller
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The
Seller represents and warrants to the Purchaser as of the Closing
Date that:
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(i)
the Seller is a Maryland corporation, duly organized validly
existing and in good standing under the laws of the State of
Maryland, and has the corporate power to own its assets and to
transact the business in which it is currently engaged. The Seller
is duly qualified to do business as a foreign corporation and is in
good standing in each jurisdiction in which the character of the
business transacted by it or any properties owned or leased by it
requires such qualification and in which the failure so to qualify
would have a material adverse effect on the business, properties,
assets, or condition (financial or other) of the Seller;
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(ii)
the Seller has the corporate power and authority to make, execute,
deliver and perform this Agreement and all of the transactions
contemplated under the Agreement, including the power, authority
and capacity to hold and sell each Mortgage Loan, and has taken all
necessary corporate action to authorize the execution, delivery and
performance of this Agreement. When executed and delivered, this
Agreement will constitute the legal, valid and binding obligation
of the Seller enforceable in accordance with its terms, except as
enforcement of such terms may be limited by bankruptcy, insolvency
or similar laws affecting the enforcement of creditors’
rights generally and by the availability of equitable
remedies;
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(iii)
the Seller is not required to obtain the consent of any other party
or any consent, license, approval or authorization from, or
registration or declaration with, any governmental authority,
bureau or agency in connection with the execution, delivery,
performance, validity or enforceability of this Agreement, except
for such consent, license, approval or authorization, or
registration or declaration, as shall have been obtained or filed,
as the case may be, prior to the Closing Date;
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(iv)
it is not in violation of, and the execution, delivery and
performance of this Agreement by the Seller will not violate, any
provision of any existing law or regulation or any order or decree
of any court or any order or decree of any federal, state or
municipal governmental agency applicable to the Seller or any
provision of the articles of incorporation or bylaws of the Seller,
or constitute a material breach of any mortgage, indenture,
contract or other agreement to which the Seller is a party or by
which the Seller may be bound;
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(v)
no litigation or administrative proceeding of or before any court,
tribunal or governmental body is currently pending, or to the
knowledge of the Seller threatened, against the Seller or any of
its properties or with respect to this Agreement
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which in the opinion of the
Seller has a reasonable likelihood of resulting in a material
adverse effect on the transactions contemplated by this
Agreement;
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(vi)
the Seller has been organized in conformity with the requirements
for qualification as a REIT and currently qualifies as a REIT; the
Seller has filed an election to be treated as a REIT for federal
income tax purposes; and the Seller has operated in a manner and
will continue to operate in a manner that will enable it to
continue to maintain its current qualification as a
REIT;
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(vii)
the Mortgage Loans are not being transferred by the Seller with any
intent to hinder, delay or defraud any creditors of the
Seller;
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(viii)
immediately prior to the delivery of each Mortgage Loan, the
related Mortgage was held of record solely for the account of the
Seller and the Seller was the owner of the related Mortgage Note,
in the event that it retains record title, it 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 or its assignee as the owner thereof and only for the
purpose of servicing or supervising the servicing of each such
Mortgage Loan;
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(ix)
the consummation of the transactions contemplated by this Agreement
are in the Seller’s ordinary course of business, and the
transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by it pursuant to this Agreement are not subject to the
bulk transfer or any similar statutory provisions; and
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(x)
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.
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It
is understood and agreed that the representations and warranties
set forth in this Section 3.01 shall survive the sale and
assignment of the Mortgage Loans to the Purchaser.
Section
3.02. Seller Representations and Warranties Relating to the
Mortgage Loans . The Seller represents and warrants to the
Purchaser as of the Closing Date that:
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(i)
the information set forth in the Mortgage Loan Schedule relating to
the Mortgage Loans is true and correct in all material respects as
of the related Cut-off Date;
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(ii)
as of the Closing Date, the Mortgage File relating to each Mortgage
Loan contains each of the documents and instruments specified to be
included therein;
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(iii)
the Seller has received a written acknowledgment from the Custodian
that the Custodian is acting solely as agent of the Indenture
Trustee;
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(iv)
each Mortgaged Property is improved by a one- to four-family
residential dwelling. No Mortgaged Property is a mobile home. No
Mortgaged Property securing any Mortgage Loans is a manufactured
home;
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(v)
each Mortgage Loan is a closed-end mortgage loan and all amounts
due under the related Mortgage Note have been advanced. Each
Mortgage Loan has an original term to maturity from the date on
which the first Scheduled Payment is due of not more than 40 years.
With the exception of the Balloon Loans identified on Schedule II
hereto, each mortgage note calls for a scheduled payment of
principal and interest that, once it enters its amortization
period, is sufficient to fully amortize the original Principal
Balance of the Mortgage Loan in equal monthly installments by its
maturity date;
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(vi)
each Mortgage Note in respect of a Mortgage Loan provides for level
monthly payments sufficient to fully amortize the principal balance
of such Mortgage Note on its maturity date, except (i) for no more
than approximately 51.82% of the Mortgage Loans (by Cut-off Date
Balance) which provide for payments of interest only during the
first five years of the Mortgage Loan before adjusting to a fully
amortizing Mortgage Loan over the remaining term; and (ii) for no
more than approximately 2.23% of the Mortgage Loans (by Cut-off
Date Balance) which provide for payment of specified amounts until
the final scheduled payment in respect of the Mortgage Loans of the
unamortized principal balance on the final scheduled payment date
in a balloon payment.
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(vii)
each lien that attached to a Mortgage Loan immediately prior to the
transfer and assignment contemplated in this Agreement has been
released and immediately prior to the transfer and assignment
contemplated in this Agreement, the Seller held good, marketable
and indefeasible title to, and was the sole owner and holder of,
each Mortgage Loan subject to no liens; the Seller has full right
and authority under all governmental and regulatory bodies having
jurisdiction over the Seller, subject to no interest or
participation of, or agreement with, any party, to sell and assign
the same pursuant to this Agreement; and immediately upon the
transfer and assignment therein contemplated, the Seller shall have
transferred all of its right, title and interest in and to each
Mortgage Loan to the Purchaser;
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(viii)
the Mortgage Notes constitute “instruments” within the
meaning of the New York UCC;
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(ix)
the Seller has not authorized the filing of and is not aware of any
financing statements against the Seller that include a description
of collateral covering the Mortgage Loans other than any financing
statement relating to the security interest granted to the
Purchaser under this Agreement. The Seller is not aware of any
judgment or tax lien filings against it;
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(x)
except in the case of Cooperative Loans, if any, each Mortgage
requires all buildings or other improvements on the related
Mortgaged Property to be insured by a generally acceptable insurer
against loss by fire, hazards of extended coverage and such other
hazards as are customary in the area where the related Mortgaged
Property is located pursuant to insurance policies conforming to
the requirements of the guidelines of
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FNMA or FHLMC. If upon
origination of the Mortgage Loan, the Mortgaged Property was in an
area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards (and such flood
insurance has been made available) a flood insurance policy meeting
the requirements of the current guidelines of the Federal Flood
Insurance Administration is in effect which policy conforms to the
requirements of the current guidelines of the Federal Flood
Insurance Administration. Each Mortgage obligates the related
Mortgagor thereunder to maintain the hazard insurance policy at the
Mortgagor’s cost and expense, and on the Mortgagor’s
failure to do so, authorizes the holder of the Mortgage to obtain
and maintain such insurance at such Mortgagor’s cost and
expense, and to seek reimbursement therefor from the Mortgagor.
Where required by state law or regulation, each Mortgagor has been
given an opportunity to choose the carrier of the required hazard
insurance; provided the policy is not a “master”
or “blanket” hazard insurance policy covering the
common facilities of a planned unit development. The hazard
insurance policy is the valid and binding obligation of the
insurer, is in full force and effect, and will be in full force and
effect and inure to the benefit of the Purchaser upon the
consummation of the transactions contemplated by this
Agreement;
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(xi)
each Mortgage has not been satisfied, cancelled, subordinated or
rescinded, in whole or in part, and (a) the Mortgaged Property has
not been released from the lien of the Mortgage, in whole or in
part, nor has any instrument been executed that would effect any
such release, cancellation, subordination or rescission and (b) no
Mortgagor has been released, in whole or in part, from its
obligations under the related Mortgage Note;
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(xii)
each Mortgage evidences a valid, subsisting, enforceable and
perfected first lien on the related Mortgaged Property. Except as
provided in subclause (xxviii), the lien of the Mortgage is subject
only to: (1) liens of current real property taxes and assessments
not yet due and payable and, if the related Mortgaged Property is a
condominium unit, any lien for common charges permitted by statute,
(2) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of
recording of such Mortgage acceptable to mortgage lending
institutions in the area in which the related Mortgaged Property is
located and specifically referred to in the lender’s Title
Insurance Policy or attorney’s opinion of title and abstract
of title delivered to the originator of such Mortgage Loan, and (3)
such other matters to which like properties are commonly subject
which do not, individually or in the aggregate, materially
interfere with the benefits of the security intended to be provided
by the Mortgage. Any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Indenture
Trustee in connection with, a Mortgage Loan establishes a valid,
subsisting and enforceable first lien on the property described
therein and the Purchaser has full right to sell and assign the
same to the Indenture Trustee;
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(xiii)
except with respect to liens released immediately prior to the
transfer herein contemplated, each Mortgage Note and related
Mortgage have not been assigned or pledged and immediately prior to
the transfer and assignment herein contemplated, the Seller was the
sole owner and holder of, each Mortgage Loan subject to no liens,
charges, mortgages, claims, participation interests, equities,
pledges or security interests of any nature, encumbrances or rights
of others (collectively, a “Lien”); the Seller has full
right
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and authority under all
governmental and regulatory bodies having jurisdiction over the
Seller, subject to no interest or participation of, or agreement
with, any party, to sell and assign the same pursuant to this
Agreement; and immediately upon the transfer and assignment herein
contemplated, the Seller shall have transferred all of its right,
title and interest in and to each Mortgage Loan to the Purchaser
(or its assignee);
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(xiv)
no Mortgage Loan was more than one calendar month delinquent as of
the Cut-off Date; the Seller has not advanced funds to, or induced,
solicited or knowingly received any advance of funds from a party
other than the owner of the Mortgaged Property subject to the
Mortgage, directly or indirectly, for the payment of any amount
required by the Mortgage Loan;
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(xv)
each Mortgaged Property is free of material damage and is in good
repair;
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(xvi)
no Mortgage Loan is subject to any right of rescission, set-off,
counterclaim or defense, including the defense of usury, nor will
the operation of any of the terms of any Mortgage Note or Mortgage,
or the exercise of any right thereunder, render either the Mortgage
Note or the Mortgage unenforceable in whole or in part, or subject
to any right of rescission, set-off, counterclaim or defense,
including the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect
thereto;
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(xvii)
none of the Mortgage Loans are retail installment contracts for
goods or services or are home improvement loans for goods or
services, which would be either “consumer credit
contracts” or “purchase money loans” as such
terms are defined in 16 C.F.R. § 433.1;
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(xviii)
no Mortgagor has or will have a claim or defense against the Seller
or any assignor or assignee of the Seller under any express or
implied warranty with respect to goods or services provided in
connection with any Mortgage Loan;
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(xix)
the Mortgage, the Mortgage Note and the other Related Documents
contain the entire agreement of the parties and all obligations of
the Seller under the related Mortgage Loan, and no other agreement
defines, modifies or expands the obligations of the Seller under
the Mortgage Loan;
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(xx)
there is no mechanics’ lien or claim for work, labor or
material affecting any Mortgaged Property which is or may be a lien
prior to, or equal or coordinate with, the lien of the related
Mortgage, and no rights are outstanding that under law could give
rise to such a lien except those which are insured against by the
title insurance policy referred to in Section 3.02(xxii)
below;
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(xxi)
each Mortgage Loan at the time it was made complied with, and each
Mortgage Loan at all times was serviced in compliance with, in each
case, in all material respects, applicable local, state and federal
laws and regulations, including, without limitation, usury, equal
credit opportunity, consumer credit, truth-in-lending, disclosure
laws and predatory and abusive lending laws;
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(xxii)
with respect to each Mortgage Loan, either (a) a lender’s
title insurance policy, issued in standard American Land Title
Association or California Land Title Association form, or other
form acceptable in a particular jurisdiction, by a title insurance
company authorized to transact business in the state in which the
related Mortgaged Property is situated in an amount at least equal
to the original principal balance of such Mortgage Loan insuring
the mortgagee’s interest under the related Mortgage Loan as
the holder of a valid first mortgage lien of record on the real
property described in the Mortgage, subject only to the exceptions
of the character referred to in Section 3.02(xii) above, was valid
and in full force and effect on the date of the origination of such
Mortgage Loan and as of the Closing Date or (b) an attorney’s
opinion of title was prepared in connection with the origination of
such Mortgage Loan;
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(xxiii)
the improvements upon each Mortgaged Property are covered by a
valid and existing hazard insurance policy with a generally
acceptable carrier that provides for fire and extended coverage
representing coverage described in the Section of the Transfer and
Servicing Agreement entitled “Standard Hazard and Flood
Insurance Policies”;
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(xxiv)
a flood insurance policy is in effect with respect to each
Mortgaged Property with a generally acceptable carrier in an amount
representing coverage described in the Section of the Transfer and
Servicing Agreement entitled “Standard Hazard and Flood
Insurance Policies”, if and to the extent required by such
Section of the Transfer and Servicing Agreement;
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(xxv)
each Mortgage Note and the related Mortgage are genuine, and each
Mortgage and Mortgage Note is the legal, valid and binding
obligation of the related Mortgagor and is enforceable in
accordance with its terms, except only as such enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity (whether
considered in a proceeding or action in equity or at law), and all
parties to each Mortgage Loan and the Mortgagee had full legal
capacity to execute all Mortgage Loan documents and to convey the
estate therein purported to be conveyed. The Mortgagor is a natural
person who is a party to the Mortgage Note and the Mortgage in an
individual capacity, and not in the capacity of a trustee or
otherwise;
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(xxvi)
no more than approximately 0.61% of the Mortgage Loans (by the
Cut-off Date Balance) are secured by Mortgaged Properties located
within any single zip code area;
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(xxvii)
the terms of the Mortgage Note and the Mortgage have not been
impaired, altered or modified in any material respect, except by a
written instrument included in the related Mortgage File which has
been recorded or is in the process of being recorded, if necessary
to protect the interests of the Noteholders and which has been or
will be delivered to the Indenture Trustee. The substance of any
such alteration or modification is reflected on the related
Mortgage Loan Schedule and was approved, if required, by the
related primary mortgage guaranty insurer, if any. Each original
Mortgage was recorded, and all subsequent assignments of the
original Mortgage have been recorded in the appropriate
jurisdictions wherein such recordation is necessary to perfect the
lien thereof
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as against creditors of the
Seller, or, except as provided in Section 2.02 hereof, are in the
process of being recorded;
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(xxviii)
the Mortgage Loans identified on Schedule III hereto (the
“Tax Deficient Loans”) currently are deficient in the
payment of certain real estate taxes; there is no delinquent tax,
fee or assessment lien on any Mortgaged Property, including any
Mortgaged Property related to a Tax Deficient Loan; the Servicer is
aware of each Tax Deficient Loan and is addressing each such
deficiency in accordance with its standard servicing practices in
respect of tax deficiencies for loans of this type, including
providing for the advancement of payment of any such deficiency
prior to the imposition of any tax lien on the related Mortgaged
Property; except as set forth in this subclause (xxviii) or as
provided in subclause (xiv) above with respect to the payment of
any taxes, there are no defaults in complying with the terms of the
Mortgage, and any taxes, governmental assessments, insurance
premiums, water, sewer and municipal charges or ground rents which
previously became due and owing have been paid; the Seller has not
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 by the Mortgage
Note, except for interest accruing from the date of the Mortgage
Note or date of disbursement of the Mortgage proceeds, whichever is
later, to the day which precedes by one month the Due Date of the
first installment of principal and interest;
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(xxix)
there is no proceeding pending or, to the Seller’s knowledge,
threatened for the total or partial condemnation of any Mortgaged
Property, nor is such a proceeding currently occurring, and such
property is undamaged by waste, fire, earthquake or earth movement,
windstorm, flood, tornado or other casualty, so as to affect
adversely the value of the Mortgaged Property as security for the
Mortgage Loan or the use for which the premises were
intended;
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(xxx)
all of the improvements which were included for the purpose of
determining the appraised value of the Mortgaged Property lie
wholly within the boundaries and building restriction lines of such
property, and no improvements on adjoining properties encroach upon
the Mortgaged Property;
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(xxxi)
no improvement located on or being part of the Mortgaged Property
is in violation of any applicable zoning law or regulation. 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 certificates of occupancy and fire
underwriting certificates, have been made or obtained from the
appropriate authorities and the Mortgaged Property is lawfully
occupied under applicable law;
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(xxxii)
the proceeds of each Mortgage Loan have been fully disbursed, and
there is no obligation on the part of the mortgagee to make future
advances thereunder. Any and all requirements as to completion of
any on-site or off site improvements and as to disbursements of any
escrow funds therefor have been complied with. All costs, fees and
expenses incurred in making or closing or recording the Mortgage
Loans were paid;
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