MORTGAGE LOAN PURCHASE AGREEMENT

EXECUTION COPY

MORTGAGE LOAN PURCHASE AGREEMENT

among

MOREQUITY, INC.,

as a Seller,

AMERICAN GENERAL FINANCIAL SERVICES OF ARKANSAS, INC.,

as a Seller,

AMERICAN GENERAL HOME EQUITY, INC.,

as a Seller,

AMERICAN GENERAL FINANCE CORPORATION,

as Guarantor pursuant to Section 6.03

and

THIRD STREET FUNDING LLC,

as Purchaser

Dated July 30, 2009

Fixed Rate Mortgage Loans

 

 

 

 

 

 

TABLE OF CONTENTS

Page

SECTION 1.  Definitions.

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Section 1.01.  Definitions.

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SECTION 2.  Purchase and Conveyance.

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SECTION 3.  Mortgage Loan Schedule.

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SECTION 4.  Purchase Price.

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SECTION 5.  Examination of Mortgage Files.

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SECTION 6.  Representations, Warranties and Covenants; Remedies for Breach.

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Section 6.01.  Representations and Warranties Regarding Individual Mortgage Loans.

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Section 6.02.  Seller Representations.

10

Section 6.03.  Remedies for Breach of Representations and Warranties.

12

SECTION 7.  Costs.

13

SECTION 8.  Notices.

13

SECTION 9.  Severability Clause.

14

SECTION 10.  No Partnership.

14

SECTION 11.  Counterparts.

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SECTION 12.  Governing Law.

15

SECTION 13.  Intention of the Parties.

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SECTION 14.  Waivers.

15

SECTION 15.  Exhibits.

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SECTION 16.  General Interpretive Principles.

16

SECTION 17.  Reproduction of Documents.

16

SECTION 18.  Amendment.

16

SECTION 19.  Confidentiality.

17

SECTION 20.  Entire Agreement.

17

 

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SECTION 21.  Further Agreements.

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SECTION 22.  Trustee Assignee.

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EXHIBITS

EXHIBIT 1

MORTGAGE LOAN SCHEDULE

EXHIBIT 2

CONTENTS OF EACH MORTGAGE FILE

EXHIBIT 3

MORTGAGE LOAN DOCUMENTS

EXHIBIT 4

UNDERWRITING GUIDELINES

EXHIBIT 5

BROKERS PRICE OPINIONS

 

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MORTGAGE LOAN PURCHASE AGREEMENT

THIS MORTGAGE LOAN PURCHASE AGREEMENT (the “ Agreement ”), dated July 30, 2009, is hereby executed by and among Third Street Funding LLC, a Delaware limited liability company, as purchaser (the “ Purchaser ”), MorEquity, Inc., a Nevada corporation, American General Financial Services of Arkansas, Inc., a Delaware corporation, and American General Home Equity, Inc., a Delaware corporation, each in its respective capacity as a seller (each, a “ Seller ,” and collectively, the “ Sellers ”), and American General Finance Corporation, an Indiana corporation (the “ Guarantor ”).

W   I   T   N   E   S   S   E   T   H

WHEREAS, each Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from each Seller, certain conventional, fixed rate, residential, first-lien mortgage loans (the “ Mortgage Loans ”), as described herein, and which shall be delivered as whole loans as provided herein;

WHEREAS, each Mortgage Loan is secured by a mortgage, deed of trust or other security instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule which is annexed hereto as Exhibit 1 ;

WHEREAS, the Purchaser and the Sellers wish to prescribe the manner of the sale and transfer of the Mortgage Loans; and

WHEREAS, pursuant to the terms of a Pooling and Servicing Agreement, dated July 30, 2009 (the “ Pooling and Servicing Agreement ”), among the Purchaser, as depositor, MorEquity, Inc., as interim subservicer, PennyMac Loan Services, LLC, as servicer, Select Portfolio Servicing, Inc., as back-up servicer, Wells Fargo Bank, N.A., as master servicer and as securities administrator, The Bank of New York Mellon Trust Company, N.A., as custodian, and U.S. Bank National Association, as trustee (the “ Trustee ”), the Purchaser will convey the Mortgage Loans to American General Mortgage Loan Trust 2009-1 (the “ Trust ”).

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser, the Sellers and the Guarantor agree as follows:

SECTION 1.

DEFINITIONS .

Section 1.01.

Definitions .

For purposes of this Agreement, the following capitalized terms shall have the respective meanings set forth below.  Terms used without definition herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.

Agreement :  This Mortgage Loan Purchase Agreement including all exhibits, schedules, amendments and supplements hereto.

ALTA :  The American Land Title Association or any successor in interest thereto.

 

 

 

 

 

 

Closing Date :  July 30, 2009.

Covered Home Loan :  A Mortgage Loan categorized as Covered pursuant to Appendix E of the Standard & Poor’s Glossary.

Credit Score :  The credit score for each Mortgage Loan shall be a credit bureau score obtained at origination or such other time by the applicable Seller.

Cut-off Date :  The close of business on June 30, 2009.

Deleted Mortgage Loan :  A Mortgage Loan replaced or to be replaced with an Eligible Substitute Mortgage Loan in accordance with this Agreement.

High Cost Loan :  A Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994 (b) a “high cost home,” “threshold,” “covered,” “high risk home” or “predatory” or similar loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology under a law, regulation or ordinance imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees), or (c) a Mortgage Loan categorized as a Covered Home Loan.

Mortgage File :  The items listed in Exhibit 2 hereto and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

Mortgage Loan :  Each mortgage loan identified on the Mortgage Loan Schedule, including, without limitation, the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, REO Proceeds, Insurance Proceeds and all other rights, benefits, proceeds and obligations arising from or in connection with such mortgage loan.

Mortgage Loan Documents :  With respect to any Mortgage Loan, the documents listed in Exhibit 3 hereto.

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

Opinion of Counsel :  A written opinion of counsel, who may be an employee of a Seller, reasonably acceptable to the Purchaser.

Primary Mortgage Insurance Policy or PMI Policy :  A policy of primary mortgage guaranty insurance issued by an insurer.

Purchase Price :  The price paid on the Closing Date by the Purchaser to the Sellers pursuant to this Agreement in exchange for the Mortgage Loans as set forth in Section 4 hereto.

Reimbursement Amount : As defined in Section 6.03 .

Standard & Poor’s Glossary :  The Standard & Poor’s LEVELS® Glossary, as may be in effect from time to time.

 

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Underwriting Guidelines :  The underwriting guidelines applicable to the Mortgage Loans attached as Exhibit 4 hereto.

SECTION 2.

PURCHASE AND CONVEYANCE .

Each Seller, in exchange for the receipt of its portion of the Purchase Price from the Purchaser on the Closing Date, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans sold by it on the Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein.

With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive:  (a) each Mortgage Loan identified on the Mortgage Loan Schedule to the Pooling and Servicing Agreement, including the related Cut-off Date Principal Balance, all interest accruing thereon after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date, (b) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; and (c) such Seller’s interest in any insurance policies in respect of the Mortgage Loans.

SECTION 3.

MORTGAGE LOAN SCHEDULE .

The Sellers shall deliver the Mortgage Loan Schedule to the Purchaser on the Closing Date.

SECTION 4.

PURCHASE PRICE .

The aggregate Purchase Price for the Mortgage Loans shall be as follows:

 

Subject to the conditions set forth herein, the Purchaser shall pay the Purchase Price to the Sellers by 4:00 p.m. Eastern Time on the Closing Date.  The portion of the Purchase Price payable in immediately available funds shall be made by wire transfer of immediately available funds to the account or accounts designated by each Seller.

SECTION 5.

EXAMINATION OF MORTGAGE FILES .

In addition to any rights granted to the Purchaser hereunder to underwrite the Mortgage Loans and review the Mortgage Loan Documents prior to the Closing Date, the Sellers shall, prior to the Closing Date, make the Mortgage Files available to the Purchaser for examination and the Purchaser shall have the right to conduct property inspections, and obtain appraisal recertifications, drive-by appraisals, or brokers price opinions.  Such underwriting by the

 

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Purchaser or its designee shall not impair or diminish the rights of the Purchaser or any of its successors under this Agreement with respect to a breach of the representations and warranties contained in this Agreement.  The fact that the Purchaser or its designee has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser’s or any of its successors’ rights to demand repurchase or other relief or remedy provided for in this Agreement.

Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the related Seller shall have 120 days to cure such defect or deliver such missing document to the Purchaser (or its designee or assignee).  If a Seller does not cure such defect or deliver such missing document within such time period, such Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 6.03 if such defect or missing document prevents or materially delays the Trust from (a) realizing against the related Mortgaged Property through foreclosure or similar loss mitigation activity or (b) processing any title claim under the related title insurance policy (unless such Seller provides appropriate recourse pursuant to the representation and warranty relating to good title set forth in Section 6.01(b) ).

SECTION 6.

REPRESENTATIONS, WARRANTIES AND COVENANTS; REMEDIES FOR BREACH .

Section 6.01.

Representations and Warranties Regarding Individual Mortgage Loans .

Each Seller hereby represents and warrants, severally and not jointly, to the Purchaser as of the date hereof and on the Closing Date with respect to each Mortgage Loan sold by it and listed on the Mortgage Loan Schedule:

(a)

The information and descriptions concerning the Mortgage Loans contained in Exhibit 1 are complete, true and correct in all material respects as of the date or dates respecting which such information is given.

(b)

Seller is the sole and lawful owner of each Mortgage Loan and the servicing rights related thereto, and has good and marketable title to the Mortgage Loans and the servicing rights, free and clear of all pledges, encumbrances, security interests and liens having priority over the lien of the Mortgage except for (A) rights arising under this Agreement, (B) liens for real estate taxes and special assessments not yet due and payable, (C) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of the Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally or specifically reflected in the appraisal made in connection with the origination of the Mortgage Loan and (D) 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 or the use, enjoyment, value or marketability of the related Mortgaged Property; and has the full right and authority to assign and transfer each Mortgage Loan, including the servicing rights.

 

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(c)

The Mortgage Note (and any applicable lost note affidavit) and the related Mortgage are original and genuine and each is the legal, valid and binding obligation of the maker thereof; each is free from all claims, defenses, rights of rescission, any discount, allowance, set-off, counterclaim, bankruptcy or other defenses or contingent liability which could adversely affect the collectability of any Mortgage Loan; and is enforceable in all respects in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law.  The Mortgage is a valid, subsisting and enforceable first lien and first priority security interest on the Mortgaged Property, subject to (h)(1) and (2) below.  The Mortgage Notes, Mortgages, Mortgage Files, all magnetic or computer tapes, all exhibits and schedules delivered by Seller to Purchaser in connection with the transactions contemplated herein accurately and fairly reflect in all material respects the facts stated therein, including, without limitation, the outstanding principal balances or other charges or payment due under the Mortgage Loans.

(d)

Any and all requirements of any applicable federal, state or local law including, without limitation, usury, truth in lending, real estate settlement procedures, consumer credit protection, predatory and abusive lending laws, equal credit opportunity, fair housing and disclosure laws or unfair and deceptive practices laws applicable to the origination and servicing of mortgage loans of a type similar to the Mortgage Loan including, without limitation, any provisions relating to prepayment penalties, have been complied with in all material respects and the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations in any material respect.  Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state, and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.

(e)

Except as indicated in the related Mortgage File or in connection with a deferment of a Monthly Payment, there is no material agreement or arrangement as to any Mortgage Loans with any Mortgagor regarding any variation of monthly payments, of the finance charges, schedules of payment, or other charges due under any Mortgage Loan, and no Mortgagor has been released from liability or obligations under any Mortgage Loan, in whole or in part, and no Mortgaged Property has been released from any Mortgage Loan; none of the terms of any of the Mortgage Loans have been otherwise impaired, amended, altered or modified in any way, except as reflected by a writing signed by the Mortgagor in the Mortgage File (other than any payment deferrals) and not inconsistent with Sellers’ representations and warranties contained in this Section 6.01 and is reflected in Exhibit 1.

(f)

No Mortgage Loan has been satisfied, cancelled, subordinated or rescinded in whole or in part.

(g)

The proceeds of each Mortgage Loan have been fully disbursed to or for the account of the related Mortgagor, and there is no requirement for future advances thereunder.

 

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(h)

Each Mortgage Loan is secured by a first lien in the Mortgaged Property free and clear of all prior encumbrances, evidenced by a Mortgage which has been duly executed by the Mortgagor and properly acknowledged and filed or recorded in the appropriate office for public recordation, subject to Section 2.01 of the Pooling and Servicing Agreement, or otherwise perfected in accordance with applicable law and, to the best of Seller’s knowledge, all applicable fees relating thereto have been paid, and said lien is subject only to (1) the following: (a) the liens of current real property taxes and assessments, not yet due and payable, (b) covenants, conditions, restrictions, rights-of-way, easements and such exceptions appearing of record as of the date of recording of the Mortgage and being acceptable to mortgage lending institutions generally or (c) 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, and (2) other exceptions that are customarily acceptable to lending institutions generally and do not affect the value or marketability of the Mortgaged Property or otherwise materially impair the Mortgage Loan.  

(i)

No instruments other than those to be delivered pursuant hereto are required in order to evidence the indebtedness, or any modification thereof, represented by the Mortgage Loans or the first lien of Seller or to transfer and assign the first lien to Purchaser.

(j)

The servicing and collection procedures of MorEquity, Inc. used with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the mortgage servicing business and with respect to escrow deposits, there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made.  All related escrow accounts are being maintained in accordance with applicable federal and state laws and in accordance with any and all servicing agreements applicable thereto and the terms of the Mortgages related thereto.

(k)

The Mortgaged Property, and all buildings upon any Mortgaged Property, are insured by an insurer generally acceptable in the industry against loss by fire, theft, vandalism and hazards as are customary in the area in which the Mortgaged Property is located, in an amount which is at least equal to the outstanding principal balance of the related Mortgage Loan.  All insurance policies contain a standard mortgagee clause naming the Seller, its successors and assigns as mortgagee, and a provision for notice to mortgagee in the event of cancellation of the policy.  Each Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagor’s cost and expense and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor.  If the Mortgaged Property is in an area identified on a flood hazard map or flood insurance rate map issued 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 Insurance Administration is in effect.

(l)

All hazard insurance premiums which are due as of the date of the Cut-off Date have been paid.

 

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(m)

The appraisal contained in each Mortgage File was made and signed, prior to the approval of the Mortgage Loan application, by a duly licensed or certified appraiser who had experience in appraising property similar to the related Mortgaged Property.

(n)

Other than with respect to any balloon loans, the related Mortgage Note is payable in monthly installments so as to result in complete amortization of the Mortgage Loan over the stated term.  

(o)

To the best of Seller’s knowledge, all of the improvements which were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of the Mortgage Loan lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties materially encroach upon such Mortgaged Property, except those which are in