MORTGAGE LOAN PURCHASE AGREEMENT

This MORTGAGE LOAN PURCHASE AGREEMENT is made and entered into as of June 23, 2009 (the “Agreement”), by and between First Place Bank, a federally chartered savings association, having its principal office at 185 East Market Street, Warren, Ohio 44481-1102 (“Purchaser”), and AmTrust Bank, a federally chartered savings bank, having its principal office at 1801 East 9th Street, Suite 200, Cleveland, Ohio 44114-3103 (the “Seller”).

The Parties have entered into a Purchase and Assumption Agreement concurrently with this Agreement.  This Mortgage Loan Purchase Agreement is subject to and conditioned upon the closing of the Purchase and Assumption Agreement.

Purchaser has agreed to purchase from Seller and Seller has agreed to sell to Purchaser up to $175,000,000 of Mortgage Loans, as further set forth in the Purchase and Assumption Agreement.  This Agreement is intended to set forth the terms and conditions by which Seller shall transfer and Purchaser shall acquire such mortgage loans.

In consideration of the promises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

Unless the context requires otherwise, all capitalized terms used herein shall have the meanings assigned to such terms in this Article I unless defined elsewhere herein.

Adjustable Rate Mortgage Loan :  Any Mortgage Loan in which the related Mortgage Note contains a provision whereby the Mortgage Interest Rate is adjusted from time to time in accordance with the terms of such Mortgage Note.

Adjustment Date :  As to each Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms of the related Mortgage Note.

Agency :  Either Fannie Mae or Freddie Mac.

Agreement :  This Mortgage Loan Purchase and Interim Servicing Agreement including all amendments hereof and supplements and exhibits hereto.

Appraised Value :  The value of the related Mortgaged Property as set forth in an appraisal made in connection with the origination of a Mortgage Loan or the sale price of the related Mortgaged Property if the proceeds of such Mortgage Loan were used to purchase such Mortgaged Property, whichever is less.

Assignment of Mortgage :  An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage to Purchaser.

Business Day :  Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions in the State of Ohio are authorized or obligated by law or executive order to be closed.

Closing :  The consummation of the sale and purchase of each Mortgage Loan Package.

Closing Date :  The date on which the purchase and sale of the Mortgage Loans is consummated, which is scheduled to be August 28, 2009, or such other date as the parties mutually agree.

Collateral Documents : The collateral documents pertaining to each Mortgage Loan as set forth in Exhibit A hereto.

Collateral File :  With respect to each Mortgage Loan, a file containing each of the Collateral Documents.

Credit File :  With respect to each Mortgage Loan, the documents described on Exhibit A together with any other documents held by the Seller in connection with the Mortgage Loans.

Cut-off Date :  August 23, 2009, or 5 days prior to the Closing Date if the Closing Date changes from the date currently scheduled.

Cut-off Date Balance :  The aggregate unpaid principal balance of the Mortgage Loans in a Mortgage Loan Package as of the Cut-off Date, after application of (i) scheduled payments of principal due on such Mortgage Loans on or before such Cut-off Date, whether or not collected, and (ii) any Principal Prepayments received from the Mortgagor prior to the Cut-off Date.

Due Date :  The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

Escrow Payments :  The amounts constituting ground rents, taxes, assessments, water rates, mortgage insurance premiums, fire and hazard insurance premiums and other payments required to be escrowed, or in fact escrowed, by the Mortgagor with the Mortgagee pursuant to any Mortgage Loan.

Fannie Mae :  The Federal National Mortgage Association or any successor organization.

Fixed Rate Mortgage Loan : Any Mortgage Loan the Mortgage Interest Rate of which is fixed for the term of such Mortgage Loan.

Freddie Mac :  The Federal Home Loan Mortgage Corporation or any successor organization.

Funding Deadline :  With respect to the Closing Date, one o'clock p.m. (1:00 p.m.) Ohio time, or such other time mutually agreed to by Purchaser and Seller.

Gross Margin :  With respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note, which amount is added to the index in accordance with the terms of the related Mortgage Note to determine on each Interest Adjustment Date, the Mortgage Interest Rate for such Mortgage Loan.

HUD :  The Department of Housing and Urban Development or any federal agency or official thereof that may from time to time succeed to the functions thereof.

Index:   With respect to any Adjustable Rate Mortgage Loan, either One Year LIBOR, One Year Treasury, or Sixty Day FNMA Required Net Yield

Interest Adjustment Date :  With respect to an Adjustable Rate Mortgage Loan, the date on which an adjustment to the Mortgage Interest Rate on a Mortgage Note becomes effective.

Interim Servicing Period :  With respect to any Mortgage Loan, the period commencing on the Closing Date and ending on the Servicing Transfer Date.

Lifetime Rate Cap :  With respect to each Adjustable Rate Mortgage Loan, the maximum Mortgage Interest Rate payable thereon as set forth in the related Mortgage Note.

LTV :  With respect to any Mortgage Loan, the ratio (expressed as a percentage) of the Stated Principal Balance (or the original principal balance, if so indicated) of such Mortgage Loan as of the date of determination to the Appraised Value of the related Mortgaged Property.

MERS :  Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

MERS Mortgage Loan :  Any Mortgage Loan registered with MERS on the MERS® System.

MERS® System :  The system of recording transfers of mortgages electronically maintained by MERS.

MIN :  The Mortgage Identification Number for any MERS Mortgage Loan.

MOM Loan :  Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage Loan and its successors and assigns.

Monthly Payment :  The scheduled monthly payment of principal and interest on a Mortgage Loan.

Mortgage :  The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a lien on an unsubordinated estate in fee simple in real property securing the Mortgage Note or a lien upon a leasehold estate of the Mortgagor, as the case may be.

Mortgage Interest Rate :  The annual rate at which interest accrues on any Mortgage Loan and with respect to an Adjustable Rate Mortgage Loan, as adjusted from time to time in accordance with the provisions of the related Mortgage Note.

Mortgage Loan :  An individual mortgage loan that is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan Schedule, which Mortgage Loan includes without limitation the Collateral File, the Credit File, the Monthly Payments, and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.  Unless the context requires otherwise, any reference to the Mortgage Loans in this Agreement shall refer to all of the Mortgage Loans constituting the Mortgage Loan Package.

Mortgage Loan Package :  The Mortgage Loans sold to Purchaser pursuant to this Agreement.

Mortgage Loan Schedule :  The schedule of Mortgage Loans annexed to this Agreement as Exhibit C , such schedule setting forth the information described on Exhibit B , Transfer Requirements/Instructions, with respect to each Mortgage Loan, if available.

Mortgage Note :  The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

Mortgaged Property :  The real property (or leasehold estate, if applicable) securing repayment of the debt evidenced by a Mortgage Note.

Mortgagee :  The mortgagee or beneficiary named in the Mortgage and the successors and assigns of such mortgagee or beneficiary.

Mortgagor :  The obligor on a Mortgage Note.

Periodic Rate Cap :  With respect to each Adjustable Rate Mortgage Loan, the maximum amount by which the Mortgage Interest Rate may increase or decrease on an Adjustment Date above or below the Mortgage Interest Rate previously in effect.

Person :  Any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

PMI Policy :  A policy of private mortgage guaranty insurance relating to a Mortgage Loan and issued by a Qualified Insurer.

Purchase Price :  The amount paid on the Closing Date by Purchaser to Seller in exchange for the Mortgage Loans purchased on such Closing Date as set forth on Exhibit D.

Purchaser :  The Person identified as the “Purchaser” in the preamble to this Agreement or its successor in interest or any successor or assign to Purchaser under this Agreement as herein provided.  Any reference to “Purchaser” as used herein shall be deemed to include any designee of Purchaser and any Person to whom the Purchaser has assigned any Mortgage Loan.

Qualified Insurer :  An insurance company duly qualified as such under the laws of the states in which the Mortgaged Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided, which insurer is approved in such capacity by an Agency.

Qualified Substitute Mortgage Loan :  A mortgage loan that must, on the date of substitution, (i) have an unpaid principal balance, after deduction of all scheduled payments due in the month of substitution (or if more than one (1) mortgage loan is being substituted, an aggregate principal balance), not in excess of the unpaid principal balance of the repurchased Mortgage Loan; (ii) have a Mortgage Interest Rate not less than, and not more than 1% greater than, the Mortgage Interest Rate of the repurchased Mortgage Loan; (iii) have a remaining term to maturity not greater than, and not more than one year less than, the maturity date of the repurchased Mortgage Loan; (iv) comply with each representation and warranty (respecting individual Mortgage Loans) set forth in Section 3.02 hereof; (v) shall be the same type of Mortgage Loan (i.e., an Adjustable Rate Mortgage Loan or a Fixed Rate Mortgage Loan).

Repurchase Price :  With respect to any Mortgage Loan, a price equal to the sum of (i) 100% multiplied by the Stated Principal Balance of the Mortgage Loan, (ii) interest on such Stated Principal Balance at the Mortgage Interest Rate from the last date through which interest has been paid and distributed to Purchaser to the date of repurchase to the last day of the month of repurchase, and (iii) any amounts paid by or on behalf of the Purchaser for insurance, taxes, or other expenses related to the Mortgage Loan.

Seller :  AmTrust Bank, or any successor or assign under this Agreement as provided herein.

Seller Guidelines :  The Seller’s Seller/Servicer Guidelines and all amendments or additions thereto.

Servicing File :  With respect to each Mortgage Loan, the Credit File and hard copies of each document in the Collateral File.

Servicing Rights :   With respect to each Mortgage Loan, any and all of the following:  (i) all rights to service the Mortgage Loans; (ii) any payments or moneys payable or received for servicing the Mortgage Loans; (iii) any late fees, assumption fees, penalties or similar payments with respect to the Mortgage Loans; (iv) all agreements or documents creating, defining or evidencing any such Servicing Rights and all rights of Seller thereunder, including, but not limited to, any clean-up calls and termination options; (v) all accounts and other rights to payments related to any of the property described in this paragraph; (vi) possession and use of any and all Mortgage Loan Files pertaining to the Mortgage Loans or pertaining to the past, present, or prospective servicing of the Mortgage Loans; and (vii) all rights, powers and privileges incident to any of the foregoing.

Servicing Transfer Date :  August 31, 2009.

Stated Principal Balance :  With respect to each Mortgage Loan as of any date of determination:  (i) the unpaid principal balance of the Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received, minus (ii) all amounts received by Purchaser with respect to the related Mortgage Loan representing payments or recoveries of principal or advances in lieu thereof.

Transfer Requirements/Instructions:   The transfer requirements and guidelines attached as Exhibit B , Transfer Requirements/Instructions.

2.01.   Conveyance of Mortgage Loans; Possession of Collateral Files.

(a)   Mortgage Documents .  On the Closing Date, the Seller, simultaneously with the receipt of the Purchase Price, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all rights, title and interest of the Seller in and to the Mortgage Loans, together with the Servicing Rights with respect to such Mortgage Loans, the Credit Files, and the Collateral Files and all rights under the documents contained therein for each Mortgage Loan.  The contents of each Servicing File required to be retained by the Seller to service the Mortgage Loans prior to the Servicing Transfer Date and thus not delivered to the Purchaser are and shall be held in trust by the Seller for the benefit of Purchaser as the owner thereof.  From the Closing Date through the Servicing Transfer Date, the Seller’s possession of any portion of the Servicing File is for the sole purpose of facilitating servicing of the related Mortgage Loan, and such retention and possession by the Seller shall be in a custodial capacity only.  From and after the Closing Date, the ownership of each Mortgage Note, Mortgage, and the contents of the Collateral File and Credit File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only.  The Servicing File retained by the Seller shall be segregated from the other books and records of the Seller and shall be appropriately marked to clearly reflect the sale of the related Mortgage Loan to the Purchaser.

(b)   Sale of Mortgage Loans .  Except with respect to MERS Mortgage Loans, record title to each Mortgage and the related Mortgage Note shall be in the name of the Purchaser or as Purchaser shall designate.  The Seller shall reflect the sale of each Mortgage Loan on the Seller’s balance sheet and other financial statements as a sale of assets.  This Agreement continuously, from the time of its execution, shall be an official record of the Seller and Seller will maintain a copy of this Agreement and each agreement related hereto in its official books and records.

(c)   Delivery of Documents .  Three business days prior to the Closing Date, the Seller shall deliver the Collateral Files to the Purchaser.  Unless otherwise agreed by the parties, the Seller shall repurchase within thirty (30) days of demand from the Purchaser any Mortgage Loan as to which the Seller fails to deliver any Collateral Documents as required by this Agreement.  In the event that any of the original, recorded, Collateral Documents set forth in clauses (2) - (5) and (7) of the definition of Collateral Documents have not been delivered to the Purchaser in the time specified above (the "Missing Documents") either because such Missing Documents have not been returned by the applicable public recording office with respect to items (2) – (4) and (7), or because the final original title policy has not yet been issued by the title company with respect to item (5), then the Seller shall deliver to the Purchaser certified true and correct copies of the same and shall further deliver the originals of any such Missing Documents promptly upon its receipt thereof, but in no event later than ninety (90) days from the Closing Date.  If the Seller fails to deliver any of the Missing Documents relating to a Mortgage Loan within the time specified above, the Seller shall, upon written request from the Purchaser, repurchase such Mortgage Loan in accordance with Section 3.03.

(d)   Omitted .

(e)   MERS Compliance .  In connection with the purchase of any MERS Mortgage Loan, the Seller agrees that it will cause, no later than two Business Days after the Closing Date, at its own expense, the MERS® System to indicate that such Mortgage Loan has been assigned by the Seller to the Purchaser in accordance with this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans and that for so long as Seller is servicing a MERS Mortgage Loan, it shall promptly update the MERS® System to reflect changes in the status of the MERS Mortgage Loan.  The Seller further agrees that it will not alter the information referenced in this sub-section with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

(f)   Delivery of Data Files .  The Seller shall promptly deliver to the Purchaser month end data files within one (1) Business Day after the Closing Date, in the format set forth on Exhibit B or as otherwise agreed by the parties.  Said files shall be sent to Purchaser at 999 East Main Street, Ravenna, Ohio 44266 (the “Ravenna Office”).

Section 2.02.   Due Diligence by Purchaser .  Prior to the Closing Date, Seller shall make available to Purchaser the Collateral File and Credit File for each Mortgage Loan.  Purchaser shall have the right to review the Collateral File and Credit File for each such Mortgage Loan, at Seller's offices or such other location agreed upon by Purchaser and Seller, for the purpose of determining whether each Mortgage Loan conforms in all respects to the applicable terms contained in the bid letter, which determination shall be made in Purchaser’s sole discretion.  The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser’s right to demand repurchase or to avail itself of any other remedy available hereunder if any Mortgage Loan fails to conform to the requirements of this Agreement.

Section 2.03.   Identification of Mortgage Loan Package .  At least three (3) Business Days prior to the Closing Date, Purchaser shall identify those Mortgage Loans that Purchaser intends to be included in the Mortgage Loan Package.

Section 2.04.   Credit Document Deficiencies Identified During Due Diligence .  If the Purchaser identifies any Mortgage Loan for which the related Credit File is missing material documentation (the “Missing Credit Documents”), Seller agrees to procure such Missing Credit Documents within sixty (60) days following the Closing Date, or if unable to do so, repurchase such Mortgage Loan at the Repurchase Price.  In the event of a default by a Mortgagor or any material impairment of the Mortgaged Property, in either case arising from or in connection with the failure of Seller to deliver the Missing Credit Document within the time specified above, Seller shall, in addition to its obligation to repurchase the Mortgage Loan, indemnify Purchaser from any loss, liability, or expense relating thereto.

Section 2.05.   Closing .  The Closing shall take place on the Closing Date and shall be subject to the satisfaction of each of the following conditions, unless otherwise waived by the prejudiced party(ies):

(a)  All of the representations and warranties of Seller under this Agreement shall be true and correct in all material respects as of the Closing Date and no event shall have occurred that, with notice or the passage of time, would constitute a default under this Agreement;

(b)  All of the representations and warranties of Purchaser under this Agreement shall be true and correct in all material respects as of the Closing Date and no event shall have occurred that, with notice or the passage of time, would constitute a default under this Agreement;

(c)  Delivery of documents as set forth in Section 2.01(c) above; and

(d)  Closing of the branch purchase transaction as set forth in the Purchase and Assumption Agreement between AmTrust Bank and First Place Bank.  If the branch purchase transaction is delayed or terminated, then this Mortgage Loan Purchase Agreement shall be correspondingly delayed or terminated.

Section 2.06.   Payment of the Purchase Price .  Subject to the conditions set forth in Section 2.05, Purchaser shall, unless otherwise agreed by the parties in writing, pay to Seller on the Closing Date the Purchase Price in accordance with the terms of the Purchase and Assumption Agreement.

Section 2.07.   Entitlement to Payments on the Mortgage Loans.   With respect to any Mortgage Loan purchased hereunder, Purchaser shall be entitled to (a) all scheduled principal due after the Cut-off Date; (b) all other recoveries of principal collected on or after the Cut-off Date, except for scheduled payments of principal due on or before the Cut-off Date; and (c) all payments of interest on such Mortgage Loan net of the Servicing Fee (minus that portion of any such payment that is allocable to the period prior to the Cut-off Date).

Section 2.08.   Payment of Costs and Expenses .  Each party shall pay its own legal fees and expenses and due diligence expenses.  The Seller shall pay any costs and expenses incurred in connection with the transfer and delivery of the Mortgage Loans including the costs of obtaining and assigning life of loan, fully transferable tax service contracts and life of loan, fully transferable flood service contracts, including fees for title policy endorsements and continuations, and for recording assignment of the Mortgages to Purchaser.  The Seller shall pay any costs and expenses required to validly assign and perfect the Mortgages in favor of Purchaser or its designated assignee as secured party.

Section 3.01.   Representations and Warranties Respecting Seller .  Seller represents, warrants, and covenants to Purchaser that, as of the Closing Date:

(a)  The Seller is a federally chartered savings bank and has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and in any event such Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;

(b)  The Seller has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement and any agreements contemplated hereby, has duly executed and delivered this Agreement, and any agreements contemplated hereby, and this Agreement and each Assignment of Mortgage to the Purchaser and any agreements contemplated hereby, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, and all requisite corporate action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

(c)  Neither the execution and delivery of this Agreement, nor the origination or purchase of the Mortgage Loans by the Seller, the sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of the Seller's charter or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Seller is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Seller or its properties are subject, or impair the ability of the Purchaser to realize on the Mortgage Loans.

(d)  There is no litigation, suit, proceeding or investigation pending or threatened, or any order or decree outstanding, with respect to the Seller which, either in any one instance or in the aggregate, is reasonably likely to have a material adverse effect on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of this Agreement, or which is reasonably likely to have a material adverse effect on the financial condition of the Seller.

(e)  No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of or compliance by the Seller with this Agreement, or the sale of the Mortgage Loans and delivery of the Collateral Files to the Purchaser or the consummation of the transactions contemplated by this Agreement, except for consents, approvals, authorizations and orders which have been obtained;

(f)  The consummation of the transactions contemplated by this Agreement is 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 pursuant to this Agreement are not subject to bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;

(g)  The Seller will treat the sale of the Mortgage Loans to the Purchaser as a sale for reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes;

(h)  Seller is an approved seller/servicer of residential mortgage loans for the Agencies and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such mortgage loans.  The Seller is duly qualified, licensed, registered or otherwise authorized under all applicable federal, state and local laws, and regulations, and is in good standing to sell mortgage loans to and service mortgage loans for the Agencies and no event has occurred which would make Seller unable to comply with eligibility requirements or which would require notification to either Agency, which has not already been given;

(i)  The Seller does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant contained in this Agreement.  The Seller is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent.  The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay, or defraud any of the Seller's creditors.  To the best of the Seller’s knowledge, neither this Agreement nor any oral or written statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a fact necessary to make those statements not misleading;

(j)  The Seller shall not directly solicit, or provide information for or to any other party to directly solicit, the refinance of any Mortgage Loan;

(k)  The Seller has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans; and,

(l)  All information regarding each MERS Mortgage Loan as reflected in the MERS® System is accurate and complete.  At the time any Mortgage Loan is registered by the Seller with MERS, the Seller will be a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS, including all requirements set forth in the MERS Procedures Manual, as amended from time to time, in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS.

Section 3.02.   Representations and Warranties as to Individual Mortgage Loans .   References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.  References to percentages of Mortgaged Properties refer, in each case, to the percentages of expected aggregate Stated Principal Balances of the related Mortgage Loans (determined as described in the preceding sentence).  The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the Closing Date as follows:

(a)  As of the Closing Date, or such date as specified in the Mortgage Loan Schedule, the information set forth in the Mortgage Loan Schedule is complete, true and correct in all material respects;

(b)  All information regarding each MERS Mortgage Loan as reflected in the MERS® System is