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Exhibit 10.1
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), dated
[___] [__],
20[__], is between SunTrust Real Estate Trust, LLC, a Delaware
limited liability
company (the "Purchaser") and [NAME OF SPONSOR], a [ENTITY TYPE
OF SPONSOR] (the
"Seller").
WHEREAS, pursuant to (i) that certain [NAME OF UNDERLYING SALE
AGREEMENT],
dated as of [___] [__], 20[__] (the "Underlying Sale
Agreement"), by and between
Seller and [NAME OF UNDERLYING SELLER #1] ("Underlying Seller")
and (ii) that
certain [NAME OF PURCHASE CONFIRMATION], dated [___] [__],
20[__], by and
between Underlying Seller and the Seller, (the "Purchase
Confirmation" and,
together with the Underlying Sale Agreement, the "Underlying
Agreements"), the
Seller purchased the mortgage loans listed on Exhibit I hereto
(the "Mortgage
Loans I") from Underlying Seller;
[WHEREAS, pursuant to that certain Assignment, Assumption and
Recognition
Agreement, dated [___] [__], 20[__], by and among [NAME OF
UNDERLYING SELLER #2]
("Underlying Seller B"), the Seller and ABN [OTHER PARTIES TO
THE UNDERLYING
SALE AGREEMENT B] (the "Underlying Sale Agreement B"), the
Seller purchased the
mortgage loans listed on Exhibit II hereto (the "Mortgage Loans
II") from
Underlying Seller B;]
[WHEREAS, pursuant to (i) that certain Flow Sale and Servicing
Agreement,
dated as of [___] [__], 20[__], by and between the Seller and
[NAME OF
UNDERLYING SELLER #3] ("Underlying Seller C"), (ii) that certain
Memorandum of
Sale, dated [___] [__], 20[__], by and between Seller and
Underlying Seller C
((i) and (ii) collectively, the "Underlying Sale Agreements C"),
the Seller
purchased the mortgage loans listed on Exhibit III hereto (the
"Mortgage Loans
III") from Underlying Seller C;]
[WHEREAS, pursuant to (i) that certain Master Seller's
Warranties and
Servicing Agreement, dated as of [___] [__], 20[__], by and
between Seller and
[NAME OF UNDERLYING SELLER #4] ("Underlying Seller D"), (ii)
that certain Master
Assignment, Assumption and Recognition Agreement, dated as of
[___] [__],
20[__], by and among Underlying Seller D, the Seller and [OTHER
PARTIES TO THE
UNDERLYING AAR] and (iii) that certain Assignment and Conveyance
Agreement,
dated [___] [__], 20[__] by and between Underlying Seller D and
the Seller ((i),
(ii) and (iii) collectively, the "Underlying Sale Agreements
D"), the Seller
purchased the mortgage loans listed on Exhibit IV hereto (the
"Mortgage Loans
IV") from Underlying Seller D;]
[WHEREAS, pursuant to (i) that certain Master Mortgage Loan
Purchase
Agreement, dated as of [___] [__], 20[__], by and between the
Seller and [NAME
OF UNDERLYING SELLER #5] ("Underlying Seller E") and (ii) that
certain
Assignment and Conveyance Agreement, dated [___] [__], 20[__],
by and between
the Seller and Underlying Seller E ((i) and (ii) collectively,
the "Underlying
Sale Agreements E"), the Seller purchased the mortgage loans
listed on Exhibit V
hereto (the "Mortgage Loans V") from Underlying Seller E;]
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[WHEREAS, pursuant that certain Mortgage Loan Purchase and
Warranties
Agreement, dated as of [___] [__], 20[__] (the "Underlying Sale
Agreement F"
and, together with the Underlying Sale Agreements, the
Underlying Sale Agreement
B, the Underlying Sale Agreements C, the Underlying Sale
Agreements D, the
Underlying Sale Agreements E, the "Transfer Agreements"), by and
between the
Seller and [NAME OF UNDERLYING SELLER #6] ("Underlying Seller
F", together with
Underlying Seller, Underlying Seller B, Underlying Seller C,
Underlying Seller
D, Underlying Seller E, the "Underlying Transferors")), the
Seller purchased the
mortgage loans listed on Exhibit VI attached hereto (the
"Mortgage Loans VI"
and, together with the Mortgage Loans I, the Mortgage Loans II,
the Mortgage
Loans III, the Mortgage Loans IV and the Mortgage Loans V, the
"Mortgage
Loans")) from Underlying Seller F;]
WHEREAS, the Seller is the owner of the Mortgage Loans and the
related
notes or other evidence of indebtedness (the "Mortgage Notes")
or other evidence
of ownership, and the other documents or instruments
constituting the related
mortgage file (the "Mortgage File");
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 (a) to any property acquired by
foreclosure or
deed in lieu of foreclosure or otherwise, and (b) to 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
Mortgage Loans
to the Purchaser and the Purchaser purchase the Mortgage Loans
from the Seller
pursuant to the terms of this Agreement; and
WHEREAS, pursuant to the terms of a Pooling and Servicing
Agreement, dated
[___] [__], 20[__] (the "Pooling and Servicing Agreement"),
among the Purchaser,
as depositor, [NAME OF TRUSTEE], as trustee (the "Trustee"),
[NAME OF MASTER
SERVICER], as master servicer and [NAME OF SECURITIES
ADMINISTRATOR], as
securities administrator (the "Securities Administrator"), the
Purchaser will
convey the Mortgage Loans to [NAME OF THE TRUST] (the
"Trust").
NOW, THEREFORE, in consideration of the mutual covenants herein
contained,
the parties hereto agree as follows:
The Purchaser and the Seller hereby recite and agree as
follows:
1. Defined Terms. Terms used without definition herein shall
have the
respective meanings assigned to them in the Pooling and
Servicing Agreement
relating to the issuance of the Purchaser's Mortgage
Pass-Through Certificates,
Series 20[__]-[__] (the "Certificates") or, if not defined
therein, in the
underwriting agreement, dated [___] [__], 20[__] (the
"Underwriting Agreement"),
between the Purchaser and [NAME(S) OF UNDERWRITER(S)], or in the
purchase
agreement, dated [___] [__], 20[__] (the "Purchase Agreement"),
between the
Purchaser and [NAME(S) OF UNDERWRITER(S)].
2. Purchase Price; Purchase and Sale. The Seller agrees to sell,
and the
Purchaser agrees to purchase, the Mortgage Loans. In
consideration of the sale
of the Mortgage Loans from the Seller to the Purchaser on the
Closing Date, the
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Purchaser agrees to pay to the Seller on the Closing Date, in
immediately
available funds, an amount equal to $[______________] (the
"Purchase Price").
Upon payment of the Purchase Price, the Seller shall be deemed
to have
transferred, assigned, set over and otherwise conveyed to the
Purchaser all the
right, title and interest of the Seller in and to the Mortgage
Loans and all
Mortgage Files, including all interest and principal received or
receivable by
the Seller on or with respect to the Mortgage Loans after the
Cut-off Date (and
including scheduled payments of principal and interest due after
the Cut-off
Date but received by the Seller on or before the Cut-off Date
and Principal
Prepayments received or applied on the Cut-off Date, but not
including payments
of principal and interest due on the Mortgage Loans on or before
the Cut-off
Date), [together with the remedy provisions of Section [____] of
the Underlying
Sale Agreement, with respect to the Mortgage Loans I purchased
by the Seller
from Underlying Seller, the remedy provisions of Section [___]
of the Underlying
Sale Agreement B, with respect to the Mortgage Loans II
purchased by the Seller
from Underlying Seller B,] and all of the Seller's rights, title
and interest in
and to all Mortgaged Property and any related title, hazard,
primary mortgage,
mortgage pool policy or other insurance policies including all
income, payments,
products and proceeds of any of the foregoing (but excluding any
of the rights
the Seller may have with respect to premium recapture or
purchase price
protection). The Purchaser hereby directs the Seller, and the
Seller hereby
agrees, to deliver to the Trustee all documents, instruments and
agreements
required to be delivered by the Purchaser to the Trustee under
the Pooling and
Servicing Agreement and such other documents, instruments and
agreements as the
Purchaser or the Trustee shall reasonably request.
3. Representations and Warranties as to the Mortgage Loans.
The
representations and warranties with respect to the Mortgage
Loans in the related
Transfer Agreement were made as of the date specified in such
Transfer
Agreement. The Seller's right, title and interest in such
representations and
warranties and the remedies in connection therewith have been
assigned to the
Purchaser pursuant to [(a)] the Assignment, Assumption and
Recognition
Agreement, dated [___] [__], 20[__], by and among the Seller,
the Purchaser, the
Trustee and Underlying Seller [, (b) the Assignment, Assumption
and Recognition
Agreement, dated [___] [__], 20[__], by and among the Seller,
the Purchaser, the
Trustee and Underlying Seller B, (c) the Assignment, Assumption
and Recognition
Agreement, dated [___] [__], 20[__], by and among the Seller,
the Purchaser, the
Trustee and Underlying Seller C, (d) the Assignment, Assumption
and Recognition
Agreement, dated [___] [__], 20[__], by and among the Seller,
the Purchaser, the
Trustee and Underlying Seller D, (e) the Assignment, Assumption
and Recognition
Agreement, dated [___] [__], 20[__], by and among the Seller,
the Purchaser, the
Trustee and Underlying Seller E, (f) the Assignment, Assumption
and Recognition
Agreement, dated [___] [__], 20[__], by and among the Seller,
the Purchaser, the
Trustee and Underlying Seller F]. To the extent that any fact,
condition or
event with respect to a Mortgage Loan constitutes a breach of
both (i) a
representation or warranty of an Underlying Transferor under the
related
Transfer Agreement and (ii) a representation or warranty of the
Seller under
this Agreement, the only right or remedy of the Purchaser shall
be the right to
enforce the obligations of the related Underlying Transferor
under any
applicable representation or warranty made by the related
Underlying Transferor.
The Purchaser acknowledges and agrees that the representations
and warranties of
the Seller in this Section 3 are applicable only to facts,
conditions or events
that do not constitute a breach of any representation or
warranty made by an
Underlying Transferor in the related Transfer Agreement in the
related
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underlying sale agreement. The Seller shall have no obligation
or liability with
respect to any breach of a representation or warranty made by it
with respect to
the Mortgage Loans if the fact, condition or event constituting
such breach also
constitutes a breach of a representation or warranty made by an
Underlying
Transferor in the related Transfer Agreement (other than with
respect to the
representations or warranties in Section 3(k), to the extent
such
representations and warranties relate to predatory or abusive
lending and the
representations and warranties in Section 3(p) below), without
regard to whether
such Underlying Transferor fulfills its contractual obligations
in respect of
such representation or warranty. Subject to the foregoing, the
Seller represents
and warrants with respect to the Mortgage Loans, or each
Mortgage Loan, as the
case may be, as of the date hereof or such other date set forth
herein, that as
of the Closing Date:
(a) The information set forth with respect to the Mortgage Loans
on
the mortgage loan schedules attached hereto as Exhibit I,
Exhibit II, Exhibit
III, Exhibit IV, Exhibit V and Exhibit VI (the "Mortgage Loan
Schedules")
provides an accurate listing of the Mortgage Loans, and the
information with
respect to each Mortgage Loan on the related Mortgage Loan
Schedule is true and
correct in all material respects at the date or dates respecting
which such
information is given;
(b) No Mortgage Loan is more than thirty (30) days delinquent as
of
the Cut-off Date. The Seller has not waived any default, breach,
violation or
event of acceleration, and the Seller has not taken any action
to waive any
default, breach, violation or even of acceleration, with respect
to any Mortgage
Loan;
(c) There are no delinquent taxes, assessments that could become
a
lien prior to the related Mortgage or insurance premiums
affecting the related
Mortgaged Property;
(d) With respect to each Mortgage Loan, the related Mortgage has
not
been satisfied, canceled, subordinated or rescinded, in whole or
in part, and
the related 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 satisfaction, cancellation, subordination,
rescission or
release;
(e) With respect to each Mortgage L
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