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Exhibit 99.2
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EXECUTION COPY
MASTER MORTGAGE LOAN PURCHASE AGREEMENT
MERRILL LYNCH MORTGAGE LENDING, INC.
Purchaser
and
FIRST FRANKLIN FINANCIAL CORPORATION
Seller
Dated as of March 1, 2007
Conventional Fixed and Adjustable Rate Mortgage Loans
First and Second Liens
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TABLE OF CONTENTS
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Page
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SECTION 1.
Definitions..................................................
1
SECTION 2. Agreement
to Purchase........................................ 15
SECTION 3. Final
Mortgage Loan Schedules................................
15
SECTION 4. Purchase
Price............................................... 15
SECTION 5. Examination
of Mortgage Files................................ 16
SECTION 6. Conveyance
from Seller to Initial Purchaser.................. 16
SECTION 7.
Representations, Warranties and Covenants of the Seller:
Remedies for Breach..........................................
17
SECTION 8.
Closing......................................................
33
SECTION 9.
[Reserved]...................................................
34
SECTION 10.
Costs........................................................
35
SECTION 11.
[Reserved]...................................................
35
SECTION 12. Removal of Mortgage Loans from Inclusion under This
Agreement
Upon a Whole Loan Transfer or a Securitization on One or More
Reconstitution Dates.........................................
35
SECTION 13. The
Seller...................................................
41
SECTION 14.
[Reserved]...................................................
42
SECTION 15. Financial
Statements......................................... 42
SECTION 16. Mandatory Delivery; Grant of Security
Interest............... 42
SECTION 17.
Notices......................................................
43
SECTION 18. Severability
Clause.......................................... 43
SECTION 19.
Counterparts.................................................
44
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SECTION 20. Governing
Law................................................ 44
SECTION 21. Intention of the
Parties..................................... 44
SECTION 22. Successors and
Assigns....................................... 44
SECTION 23.
Waivers......................................................
44
SECTION 24.
Exhibits.....................................................
44
SECTION 25.
Nonsolicitation..............................................
45
SECTION 26. General Interpretive
Principles.............................. 45
SECTION 27. Reproduction of
Documents.................................... 45
SECTION 28. Further
Agreements........................................... 45
SECTION 29. Protection of Confidential
Information....................... 46
SECTION 30.
Survival.....................................................
46
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EXHIBITS
EXHIBIT 1 FORM OF
WARRANTY BILL OF SALE
EXHIBIT 2 CONTENTS OF
EACH MORTGAGE FILE
SCHEDULE I FINAL MORTGAGE LOAN SCHEDULE
SCHEDULE II PREPAYMENT CHARGE SCHEDULE
ii
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MASTER MORTGAGE LOAN PURCHASE AGREEMENT
This
is a MASTER MORTGAGE LOAN PURCHASE AGREEMENT (the "Agreement"),
dated
as of March 1, 2007, by and between Merrill Lynch Mortgage Lending,
Inc., having
an office at 250 Vesey Street, 4 World Financial Center, 10th
Floor, New York,
New York 10080 (the "Initial Purchaser", and the Initial Purchaser
or the
Person, if any, to which the Initial Purchaser has assigned its
rights and
obligations hereunder as Purchaser with respect to a Mortgage Loan,
and each of
their respective successors and assigns, the "Purchaser") and First
Franklin
Financial Corporation, a Delaware corporation and subsidiary of
Merrill Lynch
Bank and Trust Co., FSB (the "Seller"), having an office at 2150
No. First
Street, Suite 600, San Jose, California 95131.
WITNESSETH:
WHEREAS, the Seller desires to sell to the Purchaser, and the
Purchaser desires to purchase from the Seller, certain conventional
fixed and
adjustable rate residential first and second lien mortgage loans
(the "Mortgage
Loans") as described herein on a servicing-retained basis;
WHEREAS, each Mortgage Loan is secured by a mortgage, deed of trust
or
other security instrument creating a first or second lien on a
residential
dwelling located in the jurisdiction indicated on the Final
Mortgage Loan
Schedule, which is to be annexed hereto on the Closing Date as
Schedule I;
WHEREAS, the Purchaser and the Seller wish to prescribe the manner
of
the conveyance, and control of the Mortgage Loans; and
WHEREAS, following its purchase of the Mortgage Loans from the
Seller,
the Purchaser desires to sell some or all of the Mortgage Loans to
one or more
purchasers as a whole loan transfer in a whole loan or
participation format or a
public or private mortgage-backed securities transaction;
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 and the
Seller agree
as follows:
SECTION 1. Definitions. For purposes of this Agreement the
following
capitalized terms shall have the respective meanings set forth
below.
Adjustable Rate Mortgage Loan: A Mortgage Loan which provides for
the
adjustment of the Mortgage Interest Rate payable in respect
thereto.
Adjustment Date: With respect to each Adjustable Rate Mortgage
Loan,
the date set forth in the related Mortgage Note on which the
Mortgage Interest
Rate on such Adjustable Rate Mortgage Loan is adjusted in
accordance with the
terms of the related Mortgage Note.
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Agreement: This Master Mortgage Loan Purchase Agreement including
all
exhibits, schedules, amendments and supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the lesser
of
(i) the value thereof as determined by an appraisal made for the
originator of
the Mortgage Loan at the time of origination of the Mortgage Loan
by an
appraiser who met the minimum requirements of Fannie Mae and
Freddie Mac, or
pursuant to a value assigned by Seller's automated appraisal
methodology in
accordance with Seller's underwriting guidelines, and (ii) the
purchase price
paid for the related Mortgaged Property by the Mortgagor with the
proceeds of
the Mortgage Loan, provided, however, in the case of a Refinanced
Mortgage Loan,
such value of the Mortgaged Property is based solely upon the value
determined
by an appraisal made for the originator of such Refinanced Mortgage
Loan at the
time of origination of such Refinanced Mortgage Loan by an
appraiser who met the
minimum requirements of Fannie Mae and Freddie Mac, or pursuant to
a value
assigned by Seller's automated appraisal methodology in accordance
with Seller's
underwriting guidelines.
Assignment of Mortgage: An individual 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 give record notice of the sale of the Mortgage to the
Purchaser.
Balloon Loan: A Mortgage Loan identified on the Final Mortgage
Loan
Schedule as a balloon mortgage loan.
Business Day: Any day other than a Saturday or Sunday, or a day
on
which banking and savings and loan institutions in the State of
California or
the State of New York are authorized or obligated by law or
executive order to
be closed.
Buydown Mortgage Loan: A Mortgage Loan in which buydown funds are
used
to pay a portion of the interest payable on the Mortgage Loan for a
specified
period of time.
Cash-Out Refinancing: A Refinanced Mortgage Loan where the
proceeds
were in excess of the paid off principal balance of any existing
mortgage(s) on
the related Mortgaged Property, paid off other debt (secured and
unsecured) and
related closing costs, by an amount equal to the greater of $2000
and 2% of the
loan amount.
Closing Date: March 27, 2007.
Code: The Internal Revenue Code of 1986, or any successor
statute
thereto.
Combined Loan-to-Value Ratio or CLTV: With respect to any
Mortgage
Loan, the fraction, expressed as a percentage, the numerator of
which is the sum
of (a) the original principal balance of the Mortgage Loan, plus
(b) the unpaid
principal balance of any related
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subordinate mortgage loan or loans secured by the Mortgaged
Property, and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
Commission: The United States Securities and Exchange
Commission.
Condemnation Proceeds: All awards, compensation and settlements
in
respect of a taking of all or part of a Mortgaged Property by
exercise of the
power of condemnation or the right of eminent domain.
Credit Score: The credit score of the Mortgagor provided by an
organization providing credit scores at the time of the origination
of a
Mortgage Loan. If two credit scores are obtained, the Credit Score
shall be the
lower of the two credit scores. If three credit scores are
obtained, the Credit
Score shall be the middle of the three credit scores.
Custodial Account: One or more accounts that shall be held as a
special deposit by the depository institution maintaining such
accounts in a
fiduciary capacity, separate and apart from its funds or general
assets and
shall not be held in any capacity that would create a
debtor-creditor
relationship between the depository institution maintaining the
accounts and the
Seller or Purchaser.
Custodial Agreement: The agreement between the Initial Purchaser
and
the Custodian, governing the retention of the originals of the
Mortgage Loan
Documents.
Custodian: The custodian designated by the Initial Purchaser under
the
Custodial Agreement, or its successor in interest or assigns, or
any successor
to the Custodian under the Custodial Agreement.
Cut-off Date: March 1, 2007.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced
by a
Qualified Substitute Mortgage Loan.
Depositor: The depositor, as such term is defined in Regulation
AB,
with respect to any Securitization Transaction.
Due Date: With respect to each Remittance Date, the first day of
the
calendar month in which such Remittance Date occurs, which is the
day on which
the Monthly Payment is due on a Mortgage Loan, exclusive of any
days of grace.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Fannie Mae: Fannie Mae or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
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Final Mortgage Loan Schedule: The schedule of Mortgage Loans to
be
annexed hereto as Schedule I (or a supplement thereto) on the
Closing Date in
both hard copy and floppy disk, such schedule setting forth the
following
information with respect to each Mortgage Loan in the Mortgage Loan
Package:
(1) the Seller's
Mortgage Loan identifying number;
(2) the Mortgagor's
first and last name;
(3) the street address
of the Mortgaged Property including the state
and zip code;
(4) a code indicating
whether the Mortgaged Property is
owner-occupied;
(5) the type of
Residential Dwelling constituting the Mortgaged
Property;
(6) the original
months to maturity;
(7) the original date
of the Mortgage Loan and the remaining months
to maturity from the Cut-off Date, based on the original
amortization schedule;
(8) the Loan-to-Value
Ratio at origination;
(9) the Mortgage
Interest Rate in effect immediately following the
Cut-off Date;
(10) the date on which the first Monthly Payment was due on the
Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the Cut-off Date;
(14) the last Due Date on which a Monthly Payment was actually
applied
to the unpaid Stated Principal Balance;
(15) the original principal amount of the Mortgage Loan;
(16) the Stated Principal Balance of the Mortgage Loan as of the
close
of
business on the Cut-off Date;
(17) with respect to each Adjustable Rate Mortgage Loan, the
first
Mortgage Interest Rate Adjustment Date and the number of months
between each Adjustment Date thereafter;
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(18) with respect to each Adjustable Rate Mortgage Loan, the number
of
days prior to the origination date and each Adjustment Date
thereafter, whereby the Index is determined;
(19) with respect to each Adjustable Rate Mortgage Loan, the
Gross
Margin;
(20) with respect to each Adjustable Rate Mortgage Loan, the
Periodic
Rate Cap;
(21) with respect to each Adjustable Rate Mortgage Loan, the
Initial
Rate Cap;
(22) a code indicating the purpose of the loan (i.e., purchase
financing, Rate/Term Refinancing, Cash-Out Refinancing);
(23) with respect to each Adjustable Rate Mortgage Loan, the
Maximum
Mortgage Interest Rate under the terms of the Mortgage Note;
(24) with respect to each Adjustable Rate Mortgage Loan, the
Minimum
Mortgage Interest Rate under the terms of the Mortgage Note;
(25) the Mortgage Interest Rate at origination;
(26) with respect to each Adjustable Rate Mortgage Loan, the
first
Adjustment Date immediately following the Cut-off Date;
(27) with respect to each Adjustable Rate Mortgage Loan, the Index
and
the number of decimal places to which the Index is rounded;
(28) a code indicating whether the Mortgage Loan is an Adjustable
Rate
Mortgage Loan or a Fixed Rate Mortgage Loan;
(29) a code indicating the documentation style (i.e., full,
alternative or reduced);
(30) a code indicating if the Mortgage Loan is subject to a
Primary
Insurance Policy;
(31) a code indicating whether the Mortgage Loan is a Buydown
Mortgage
Loan;
(32) a code indicating the product type of the Mortgage Loan
(e.g.,
3/1, 5/1, 7/1, 10/1, 15 year fixed, 30 year fixed, 15/30
balloon,
etc.);
(33) a code indicating whether the Mortgage Loan is subject to
a
Prepayment Charge and the term of such Prepayment Charge;
(34) the Appraised Value of the Mortgaged Property;
(35) the sale price of the Mortgaged Property, if applicable;
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(36) a code indicating whether the Mortgaged Property is subject to
a
First Lien or a Second Lien;
(37) the Credit Score of the Mortgagor;
(38) the Mortgagor's debt to income ratio;
(39) with respect to each Adjustable Rate Mortgage Loan, the date
on
which the Monthly Payment is changed to the extent that it is
different than the Adjustment Date;
(40) with respect to each Adjustable Rate Mortgage Loan, to the
extent
that such Mortgage Loan is an interest only loan, the number of
months/years whereby the scheduled payment payable by a
Mortgagor
under the related Mortgage Note on each Due Date includes only
interest payments;
(41) the risk grade for each Mortgage Loan;
(42) points at origination, described in the aggregate;
(43) a code indicating whether the borrower is self-employed;
(44) the Mortgagor's monthly disposable income;
(45) the number of months from disposition of bankruptcy (use "999"
to
indicate no bankruptcy);
(46) the number of months from disposition of foreclosure (use
"999"
to indicate no foreclosure);
(47) the Combined Loan-to-Value Ratio (including all senior and
junior
mortgage loans);
(48) the original balance on any mortgage loan senior in priority
to
the Mortgage Loan;
(49) the original balance on any mortgage loan junior in priority
to
the Mortgage Loan;
(50) the Mortgagor's social security number;
(51) the type of appraisal performed on the Mortgaged Property;
and
(52) a code indicating the lien position of the Mortgage Loan.
With respect to the Mortgage Loans in the aggregate, the Final
Mortgage Loan
Schedule shall set forth the following information, as of the
related Cut-off
Date:
(1) the number of
Mortgage Loans;
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(2) the current
principal balance of the Mortgage Loans;
(3) the weighted
average Mortgage Interest Rate of the Mortgage
Loans; and
(4) the weighted
average maturity of the Mortgage Loans.
First Lien: With respect to each Mortgaged Property, the lien of
the
mortgage, deed of trust or other instrument securing a Mortgage
Note which
creates a first lien on the Mortgaged Property.
Fixed Rate Mortgage Loan: A Mortgage Loan with respect to which
the
Mortgage Interest Rate set forth in the Mortgage Note is fixed for
the term of
such Mortgage Loan.
Freddie Mac: The Federal Home Loan Mortgage Corporation or any
successor thereto.
Gross Margin: With respect to any Adjustable Rate Mortgage Loan,
the
fixed percentage amount set forth in the related Mortgage Note and
the related
Final Mortgage Loan Schedule that is added to the Index on each
Adjustment Date
in accordance with the terms of the related Mortgage Note to
determine the new
Mortgage Interest Rate for such Mortgage Loan.
HOEPA: The Home Ownership and Equity Protection Act of 1994 and
its
implementing regulations, including 12 CFR Section 226.32(a)(1)(i)
and (ii).
Index: With respect to any Adjustable Rate Mortgage Loan, the
index
identified on the Final Mortgage Loan Schedule and set forth in the
related
Mortgage Note for the purpose of calculating the interest rate
thereon.
Initial Purchaser: Merrill Lynch Mortgage Lending, Inc., or any
successor.
Initial Rate Cap: With respect to each Adjustable Rate Mortgage
Loan
and the initial Adjustment Date therefor, a number of percentage
points per
annum that is set forth in the related Final Mortgage Loan Schedule
and in the
related Mortgage Note, which is the amount by which the Mortgage
Interest Rate
for such Adjustable Rate Mortgage Loan may increase.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds
of
insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.
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Liquidation Proceeds: Amounts, other than Insurance Proceeds
and
Condemnation Proceeds, received in connection with the liquidation
of a
defaulted Mortgage Loan through trustee's sale, foreclosure sale or
otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan as
of
any date of determination, the ratio on such date of the
outstanding principal
amount of the Mortgage Loan, to the Appraised Value of the
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 Loan: Any Mortgage Loan registered with MERS on the MERS
System.
MERS System: The system of recording transfers of mortgages
electronically maintained by MERS.
Maximum Mortgage Interest Rate: With respect to each Adjustable
Rate
Mortgage Loan, a rate that is set forth on the related Final
Mortgage Loan
Schedule and in the related Mortgage Note and is the maximum
interest rate to
which the Mortgage Interest Rate on such Mortgage Loan may be
increased on any
Adjustment Date.
MIN: The Mortgage Identification Number for any MERS Loan.
Minimum Mortgage Interest Rate: With respect to each Adjustable
Rate
Mortgage Loan, a rate that is set forth on the related Final
Mortgage Loan
Schedule and in the related Mortgage Note and is the minimum
interest rate to
which the Mortgage Interest Rate on such Mortgage Loan may be
decreased on any
Adjustment Date.
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: With respect to any Mortgage Loan, the
scheduled
combined payment of principal and interest payable by a Mortgagor
under the
related Mortgage Note on each Due Date.
Moody's: Moody's Investors Service, Inc. or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument creating
a
first lien or second on Mortgaged Property securing the Mortgage
Note.
Mortgagee: The mortgagee or beneficiary named in the Mortgage and
the
successors and assigns of such mortgagee or beneficiary.
Mortgage File: The items pertaining to a particular Mortgage
Loan
referred to in Exhibit 2 annexed hereto, and any additional
documents required
to be added to the Mortgage File pursuant to this Agreement.
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Mortgage Interest Rate: With respect to each Fixed Rate Mortgage
Loan,
the fixed annual rate of interest provided for in the related
Mortgage Note and,
with respect to each Adjustable Rate Mortgage Loan, the annual rate
that
interest accrues on such Adjustable Rate Mortgage Loan from time to
time in
accordance with the provisions of the related Mortgage Note.
Mortgage Loan: Each first or second lien, residential mortgage
loan,
sold, assigned and transferred to the Purchaser pursuant to this
Agreement and
identified on the Final Mortgage Loan Schedule annexed to this
Agreement on the
Closing Date, which Mortgage Loan includes without limitation the
Mortgage File,
the Monthly Payments, Principal Prepayments, Liquidation Proceeds,
Condemnation
Proceeds, Insurance Proceeds, and all other rights, benefits,
proceeds and
obligations arising from or in connection with such Mortgage
Loan.
Mortgage Loan Documents: The following documents:
(1) The original Mortgage Note endorsed, "Pay to the order of
______________, without recourse" and signed in the name of the
Seller by
an
authorized officer of the Seller, together with all riders thereto.
The
Mortgage Note shall include all intervening endorsements showing a
complete
chain of the title from the originator of the Mortgage Loan to
[_________________];
(2) Except as provided below and for each Mortgage Loan that is not
a
MERS
Loan, the original recorded Mortgage together with all riders
thereto,
with
evidence of recording thereon, or, if the original Mortgage has
not
yet
been returned from the recording office, a copy of the original
Mortgage together with all riders thereto certified to be a true
copy of
the
original of the Mortgage that has been delivered for recording in
the
appropriate recording office of the jurisdiction in which the
Mortgaged
Property is located and in the case of each MERS Loan, the
original
Mortgage together with all riders thereto, noting the presence of
the MIN
of
the Mortgage Loan and either language indicating that the Mortgage
Loan
is a
MOM Loan or if the Mortgage Loan was not a MOM Loan at
origination,
the
original Mortgage and the assignment thereof to MERS, with evidence
of
recording indicated thereon, or a copy of the Mortgage certified by
the
public recording office in which such Mortgage has been
recorded;
(3) In the case of each Mortgage Loan that is not a MERS Loan,
the
original Assignment of Mortgage, executed in blank. If the Mortgage
Loan
was
acquired by the Seller in a merger or other type of acquisition,
the
assignment must be by "[Seller], successor [by merger to or in
interest to,
as
applicable] [name of predecessor]"; and in the event that the
Mortgage
Loan
was acquired or originated by the Seller while doing business
under
another name, the assignment must be by "[Seller], successor in
interest to
[previous name]";
(4) The original policy of title insurance (or a preliminary
title
report, commitment or
binder if the original title insurance policy has not
been
received from the title insurance company);
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(5) Originals of any intervening assignments of the Mortgage,
with
evidence of recording thereon or, if the original intervening
assignment
has
not yet been returned from the recording office, a copy of such
assignment certified to be a true copy of the original of the
assignment
which has been sent for recording in the appropriate jurisdiction
in which
the
Mortgaged Property is located;
(6) With respect to a Mortgage Loan that, according to the
Final
Mortgage Loan Schedule is covered by a primary mortgage insurance
policy,
the
original or a copy of the policy of primary mortgage insurance;
(7) Originals of all assumption and modification agreements, if
any;
and
(8) If in connection with any Mortgage Loan, the Seller cannot
deliver
the
Mortgage, Assignments of Mortgage or assumption, consolidation
or
modification, as the case may be, with evidence of recording
thereon, if
applicable, concurrently with the execution and delivery of this
Agreement
solely because of a delay caused by the public recording office
where such
Mortgage, Assignments of Mortgage or assumption, consolidation
or
modification, as the case may be, has been delivered for
recordation, the
Seller shall deliver or cause to be delivered to the Purchaser
written
notice stating that such Mortgage or assumption, consolidation
or
modification, as the case may be, has been delivered to the
appropriate
public recording office for recordation. Thereafter, the Seller
shall
deliver or cause to be delivered to the Purchaser such
Mortgage,
Assignments of Mortgage or assumption, consolidation or
modification, as
the
case may be, with evidence of recording indicated thereon, if
applicable, upon receipt thereof from the public recording office.
To the
extent any required endorsement is not contained on a Mortgage Note
or an
Assignment of Mortgage, the Seller shall make or cause to be made
such
endorsement.
Mortgage Note: The original executed note or other evidence of
the
Mortgage Loan indebtedness of a Mortgagor.
Mortgaged Property: The Mortgagor's real property securing
repayment
of a related Mortgage Note, consisting of a fee simple interest or
leasehold
interest in a single parcel of real property improved by a
Residential Dwelling.
Mortgagor: The obligor on a Mortgage Note, the owner of the
Mortgaged
Property and the grantor or mortgagor named in the related Mortgage
and such
grantor's or mortgagor's successor's in title to the Mortgaged
Property.
Officer's Certificate: A certificate signed by the Chairman of
the
Board or the Vice Chairman of the Board or a President or a Vice
President and
by the Treasurer or the
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Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the
Person on behalf of whom such certificate is being delivered.
Opinion of Counsel: A written opinion of counsel, who may be
salaried
counsel for the Person on behalf of whom the opinion is being
given, reasonably
acceptable to each Person to whom such opinion is addressed.
Periodic Rate Cap: With respect to each Adjustable Rate Mortgage
Loan
and any Adjustment Date therefor, a number of percentage points per
annum that
is set forth in the related Final Mortgage Loan Schedule and in the
related
Mortgage Note, which is the maximum amount by which the Mortgage
Interest Rate
for such Adjustable Rate Mortgage Loan may increase (without regard
to the
Maximum Mortgage Interest Rate) or decrease (without regard to the
Minimum
Mortgage Interest Rate) on such Adjustment Date from the Mortgage
Interest Rate
in effect immediately prior to such Adjustment Date.
Person: An individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
Prepayment Charge: With respect to any Mortgage Loan, the
premiums,
fees, or charges, if any, due in connection with a full or partial
prepayment of
such Mortgage Loan in accordance with the terms thereof.
Prepayment Charge Schedule: As of any date, the information on
Prepayment Charges on the Final Mortgage Loan Schedule on such date
together
with the matrix of Prepayment Charge information prepared by the
Seller which is
attached hereto as Schedule II. The Prepayment Charge Schedule
shall be prepared
by the Seller and shall allow the identification of the following
information
with respect to each Prepayment Charge:
(i) the Mortgage Loan
identifying number;
(ii) the type of Prepayment Charge;
(iii) the state of origination of the related Mortgage Loan;
(iv) the date on which the first monthly payment was due on the
related Mortgage Loan;
(v) the term of the
related Prepayment Charge;
(vi) the original principal balance of the related Mortgage Loan;
and
(vii) the principal balance of the related Mortgage Loan as of
the
Cut-off Date.
The Prepayment Charge Schedule shall be amended if necessary by the
Seller and a
copy of such amended Prepayment Charge Schedule shall be furnished
by the Seller
to the Purchaser or its designees.
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Primary Insurance Policy: A policy of primary mortgage guaranty
insurance issued by a Qualified Insurer.
Principal Prepayment: Any payment or other recovery of principal on
a
Mortgage Loan which is received in advance of its scheduled Due
Date, including
any Prepayment Charge, which is not accompanied by an amount of
interest
representing scheduled interest due on any date or dates in any
month or months
subsequent to the month of prepayment.
Purchase Price: The price paid on the Closing Date by the Purchaser
to
the Seller in exchange for the Mortgage Loans purchased on the
Closing Date as
calculated as provided in Section 4.
Qualified Correspondent: Any Person from which the Seller
purchased
Mortgage Loans, provided that the following conditions are
satisfied: (i) such
Mortgage Loans were originated pursuant to an agreement between the
Seller and
such Person that contemplated that such Person would underwrite
mortgage loans
from time to time, for sale to the Seller, in accordance with
underwriting
guidelines designated by the Seller ("Designated Guidelines") or
guidelines that
do not vary materially from such Designated Guidelines; (ii) such
Mortgage Loans
were in fact underwritten as described in clause (i) above and were
acquired by
the Seller within 180 days after origination; (iii) either (x) the
Designated
Guidelines were, at the time such Mortgage Loans were originated,
used by the
Seller in origination of mortgage loans of the same type as the
Mortgage Loans
for the Seller's own account or (y) the Designated Guidelines were,
at the time
such Mortgage Loans were underwritten, designated by the Seller on
a consistent
basis for use by lenders in originating mortgage loans to be
purchased by the
Seller; and (iv) the Seller employed, at the time such Mortgage
Loans were
acquired by the Seller, pre-purchase or post-purchase quality
assurance
procedures (which may involve, among other things, review of a
sample of
mortgage loans purchased during a particular time period or through
particular
channels) designed to ensure that Persons from which it purchased
mortgage loans
properly applied the underwriting criteria designated by the
Seller. For the
avoidance of doubt, a "Qualified Correspondent" includes a "table
broker" or
mortgage lender that originates loans underwritten and funded by
the Seller or
an Affiliate of the Seller.
Qualified Insurer: Any insurer which meets the requirements of
Fannie
Mae and Freddie Mac.
Qualified Substitute Mortgage Loan: A mortgage loan substituted for
a
Deleted Mortgage Loan pursuant to the terms of this Agreement which
must, on the
date of such substitution, (i) have an outstanding principal
balance, after
application of all scheduled payments of principal and interest due
during or
prior to the month of substitution, not in excess of the Stated
Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month
during which the substitution occurs, (ii) have a Mortgage Interest
Rate not
less than (and not more than one percentage point in excess of) the
Mortgage
Interest Rate of the Deleted Mortgage Loan, (iii) have a net
Mortgage Interest
Rate not less than (and not more than one percentage point in
excess of) the net
Mortgage Interest Rate of the Deleted Mortgage Loan, (iv)
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have a remaining terms to maturity not greater than (and not more
than one year
less than) that of the Deleted Mortgage Loan, (v) have the same Due
Date as the
Due Date on the Deleted Mortgage Loan, (vi) have a Loan-to-Value
Ratio as of the
date of substitution equal to or lower than the Loan-to-Value Ratio
of the
Deleted Mortgage Loan as of such date, (vii) conform to each
representation and
warranty set forth in Subsection 7.02 of this Agreement and (viii)
be the same
type of mortgage loan (i.e. fixed or adjustable rate with the same
Gross Margin
and Index as the Deleted Mortgage Loan). In the event that one or
more mortgage
loans are substituted for one or more Deleted Mortgage Loans, the
amounts
described in clause (i) hereof shall be determined on the basis of
aggregate
principal balances, the Mortgage Interest Rates described in clause
(ii) hereof
shall be determined on the basis of weighted average Mortgage
Interest Rates,
the Mortgage Rates described in clause (iii) hereof shall be
satisfied as to
each such mortgage loan, the terms described in clause (iv) shall
be determined
on the basis of weighted average remaining terms to maturity, the
Loan-to-Value
Ratios described in clause (vi) hereof shall be satisfied as to
each such
mortgage loan and, except to the extent otherwise provided in this
sentence, the
representations and warranties described in clause (viii) hereof
must be
satisfied as to each Qualified Substitute Mortgage Loan or in the
aggregate, as
the case may be.
Rate/Term Refinancing: A Refinanced Mortgage Loan, where the
proceeds
were not in excess of the paid off existing mortgage loan(s) on the
related
Mortgaged Property, other paid off debt (secured and unsecured),
and related
closing costs, and did not exceed the lesser of $2,000 and 2% of
the loan
amount.
Reconstitution: Any Securitization Transaction or Whole Loan
Transfer.
Refinanced Mortgage Loan: A Mortgage Loan the proceeds of which
were
not used to purchase the related Mortgaged Property.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation
AB), 17 C.F.R. Sections 229.1100-229.1123, as such may be amended
from time to
time, and subject to such clarification and interpretation as have
been provided
by the Commission in the adopting release (Asset-Backed Securities,
Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005))
or by the
staff of the Commission, or as may be provided by the Commission or
its staff
from time to time.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of Section 860D of the Code.
Remittance Date: The eighteenth (18th) day of each month,
commencing
on the eighteenth day of the month next following the month in
which the Cut-off
Date occurs, or if such eighteenth (18th) day is not a Business
Day, the first
Business Day immediately following such eighteenth (18th) day.
Repurchase Price: With respect to any Mortgage Loan, the price
for
such repurchase shall be equal to par plus the premium paid,
multiplied by the
outstanding principal balance of the Mortgage Loan to be
repurchased as of the
date of the repurchase, plus accrued interest thereon at the
Mortgage Interest
Rate on the Mortgage Loan from the last paid installment date
through the last
day of the month in which such repurchase occurs. The
Repurchase
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Price shall also include any costs and damages incurred by the
Purchaser or any
assignee of the Purchaser in connection with any violation by the
repurchased
Mortgage Loan of any representation or warranty.
Residential Dwelling: Any one of the following: (i) a detached
one-family dwelling, (ii) a detached two- to four-family dwelling,
(iii) a
one-family dwelling unit in a condominium project which meets the
eligibility
requirements of the Seller, or (iv) a detached one-family dwelling
in a planned
unit development, none of which is a cooperative, mobile or
manufactured home.
Second Lien: With respect to each Mortgaged Property, the lien of
the
mortgage, deed of trust or other instrument securing a Mortgage
Note which
creates a second lien on the Mortgaged Property.
Second Lien Mortgage Loan: A Mortgage Loan secured by the lien on
the
Mortgaged Property, subject to one prior lien on such Mortgaged
Property
securing financing obtained by the related Mortgagor.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1)
a
sale or other transfer of some or all of the Mortgage Loans
directly or
indirectly to an issuing entity in connection with an issuance of
publicly
offered or privately placed, rated or unrated mortgage-backed
securities or (2)
an issuance of publicly offered or privately placed, rated or
unrated
securities, the payments on which are determined primarily by
reference to one
or more portfolios of residential mortgage loans consisting, in
whole or in
part, of some or all of the Mortgage Loans.
Seller Information: As defined in Section 12.05(a).
Servicing File: With respect to each Mortgage Loan, the file
retained
by the Seller consisting of originals of all documents in the
Mortgage File
which are not delivered to the Purchaser or the Custodian and
copies of the
Mortgage Loan Documents.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc.
or its successor in interest.
Stated Principal Balance: As to each Mortgage Loan as of any date
of
determination, (i) the principal balance of the Mortgage Loan as of
the Cut-off
Date after giving effect to payments of principal received on or
before such
date, minus (ii) all amounts previously distributed to the
Purchaser with
respect to the related Mortgage Loan representing payments or
recoveries of
principal.
Static Pool Information: Static pool information as described in
Item
1105(a)(1)-(3) and 1105(c) of Regulation AB.
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Third-Party Originator: Each Person, if any, other than a
Qualified
Correspondent, that originated Mortgage Loans acquired by the
Seller and shall
not include a mortgage broker that does not fund loans.
Warranty Bill of Sale: A Warranty Bill of Sale with respect to
the
Mortgage Loans purchased on the Closing Date in the form annexed
hereto as
Exhibit 1.
Whole Loan Transfer: Any sale or transfer of some or all of the
Mortgage Loans by the Purchaser to a third party, which sale or
transfer is not
a Securitization Transfer.
SECTION 2. Agreement to Purchase. The Seller agrees to sell, and
the
Purchaser agrees to purchase Mortgage Loans having an aggregate
principal
balance on the Cut-off Date, or in such other amount as agreed by
the Purchaser
and the Seller as evidenced by the actual aggregate principal
balance of the
Mortgage Loans accepted by the Purchaser on the Closing Date. The
obligation of
the Purchaser to purchase any Mortgage Loan from the Seller on the
Closing Date
shall be subject to the satisfaction of the conditions precedent to
the
Purchaser's obligation to purchase set forth in Section 8. The
Purchase Price
will be paid with proceeds of the related Securitization
Transaction.
SECTION 3. Final Mortgage Loan Schedule. The Seller shall
deliver
the Final Mortgage Loan Schedule at least one (1) Business Day
prior to the
Closing Date.
SECTION 4.
Purchase Price. The Purchase Price for each Mortgage
Loan listed on the Final Mortgage Loan Schedule shall be the
Purchase Price
Percentage, multiplied by its Stated Principal Balance as of the
related Cut-off
Date.
In addition to the Purchase Price as described above, the
Initial
Purchaser shall pay to the Seller, at closing, accrued interest on
the Stated
Principal Balance of each Mortgage Loan as of the Cut-off Date at
the Mortgage
Interest Rate from the Cut-off Date through the day prior to the
Closing Date,
both inclusive.
The Purchaser shall own and be entitled to receive with respect
to
each Mortgage Loan purchased, (1) all recoveries of principal
collected after
the Cut-off Date and (2) all payments of interest on the Mortgage
Loans due
after the Cut-Off Date.
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<PAGE>
SECTION 5. Examination of Mortgage Files. In addition to the
rights
granted to the Initial Purchaser to underwrite the Mortgage Loans
and review the
Mortgage Files prior to the Closing Date, prior to the Closing
Date, the Seller
shall (a) deliver to the Custodian in escrow, for examination with
respect to
each Mortgage Loan to be purchased on the Closing Date, the related
Mortgage
File, including the Assignment of Mortgage, pertaining to each
Mortgage Loan, or
(b) make the related Mortgage File available to the Initial
Purchaser for
examination at the Seller's offices or such other location as shall
otherwise be
agreed upon by the Initial Purchaser and the Seller. Such
examination may be
made by the Initial Purchaser or its designee at any reasonable
time before or
after the Closing Date. If the Initial Purchaser makes such
examination prior to
the related closing date and identifies any Mortgage Loans that do
not conform
to the Seller's underwriting standards, such Mortgage Loans may, at
the Initial
Purchaser's option, be rejected for purchase by the Initial
Purchaser. If not
purchased by the Initial Purchaser, such Mortgage Loans shall be
deleted from
the Final Mortgage Loan Schedule and may be replaced by a Qualified
Substitute
Mortgage Loan pursuant to Section 7. The Initial Purchaser may, at
its option
and without notice to the Seller, purchase all or part of the
Mortgage Loans
without conducting any partial or complete examination. The fact
that the
Initial Purchaser has conducted or has determined not to conduct
any partial or
complete examination of the Mortgage Files shall not affect the
Initial
Purchaser's (or any of its successors') rights to demand repurchase
or other
relief or remedy provided for in this Agreement.
SECTION 6. Conveyance from Seller to Initial Purchaser.
Subsection 6.01 Conveyance of Mortgage Loans; Possession of
Servicing
Files.
The Seller, simultaneously with the payment of the Purchase
Price,
shall execute and deliver to the Initial Purchaser a Warranty Bill
of Sale with
respect to the related Mortgage Loan Package in the form attached
hereto as
Exhibit 1. The Servicing File retained by the Seller with respect
to each
Mortgage Loan pursuant to this Agreement shall be appropriately
identified in
the Seller's computer system to reflect clearly the sale of such
related
Mortgage Loan to the Purchaser. The Seller shall release from its
custody the
contents of any Servicing File retained by it only in accordance
with this
Agreement, except when such release is required in connection with
a repurchase
of any such Mortgage Loan pursuant to Subsection 7.03 or 7.04.
In addition, in connection with the assignment of any MERS Loan,
the
Seller agrees that on or prior to the Closing Date it will cause,
at its own
expense, the MERS System to indicate that the related Mortgage
Loans have been
assigned by the Seller to the Purchaser in accordance with this
Agreement by
including in such computer files the information required by the
MERS System to
identify the Purchaser as owner of such Mortgage Loans.
Subsection 6.02 Books and Records.
Record title to each Mortgage and the related Mortgage Note as of
the
Closing Date shall be in the name of the Seller, the Purchaser, the
Custodian or
one or more designees of the Purchaser, as the Purchaser shall
designate.
Notwithstanding the foregoing, beneficial ownership of each
Mortgage and the
related Mortgage Note shall be vested solely in
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<PAGE>
the Purchaser or the appropriate designee of the Purchaser, as the
case may be.
All rights arising out of the Mortgage Loans including, but not
limited to, all
funds received by the Seller after the Cut-off Date on or in
connection with a
Mortgage Loan as provided in Section 4 shall be vested in the
Purchaser or one
or more designees of the Purchaser; provided, however, that all
such funds
received on or in connection with a Mortgage Loan as provided in
Section 4 shall
be received and held by the Seller in trust for the benefit of the
Purchaser or
the assignee of the Purchaser, as the case may be, as the owner of
the Mortgage
Loans pursuant to the terms of this Agreement.
It is the express intention of the parties that the
transactions
contemplated by this Agreement be, and be construed as, a sale of
the Mortgage
Loans by the Seller and not a pledge of the Mortgage Loans by the
Seller to the
Purchaser to secure a debt or other obligation of the Seller.
Consequently, the
sale of each Mortgage Loan shall be reflected as a sale on the
Seller's business
records, tax returns and financial statements.
Subsection 6.03 Delivery of Mortgage Loan Documents.
The Seller shall from time to time in connection with the
Closing
Date, at least five (5) Business Days prior to such Closing Date or
such other
date as is mutually agreed to by the parties hereto, deliver and
release to the
Custodian the Mortgage Loan Documents with respect to each Mortgage
Loan to be
purchased and sold on the Closing Date and set forth on the Final
Mortgage Loan
Schedule delivered with such Mortgage Loan Documents.
The Custodian shall certify its receipt of all such Mortgage
Loan
Documents for the related Closing Date, pursuant to an initial
custody receipt
and initial certification of the Custodian.
The Seller shall forward to the Custodian original documents
evidencing an assumption, modification, consolidation or extension
of any
Mortgage Loan entered into in accordance with this Agreement within
two weeks of
their execution, provided, however, that the Seller shall provide
the Custodian
with a certified true copy of any such document submitted for
recordation within
two weeks of its execution, and shall provide the original of any
document
submitted for recordation or a copy of such document certified by
the
appropriate public recording office to be a true and complete copy
of the
original within one hundred twenty (120) days of its submission for
recordation.
SECTION 7. Representations, Warranties and Covenants of the
Seller:
Remedies for Breach.
Subsection 7.01 Representations and Warranties Respecting the
Seller.
The Seller represents, warrants and covenants to the Purchaser as
of
the date hereof the Closing Date or as of such date specifically
provided herein
or in the applicable Warranty Bill of Sale:
(1) The Seller is duly organized, validly existing and in good
standing under the laws of the state of Delaware and is and will
remain in
compliance with the laws of each state in which any Mortgaged
Property is
located to the extent necessary to ensure the enforceability
17
<PAGE>
of each Mortgage Loan and the servicing of the Mortgage Loan in
accordance with
the terms of this Agreement. No licenses or approvals obtained by
the Seller
have been suspended or revoked by any court, administrative agency,
arbitrator
or governmental body and no proceedings are pending which might
result in such
suspension or revocation;
(2) The Seller has the full power and authority to hold 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. The
Seller has duly authorized the execution, delivery and performance
of this
Agreement, has duly executed and delivered this Agreement, and this
Agreement,
assuming due authorization, execution and delivery by the
Purchaser, constitutes
a legal, valid and binding obligation of the Seller, enforceable
against it in
accordance with its terms except as the enforceability thereof may
be limited by
bankruptcy, insolvency or reorganization;
(3) The execution and delivery of this Agreement by the Seller and
the
performance of and compliance with the terms of this Agreement will
not violate
the Seller's articles of incorporation or by-laws or constitute a
default under
or result in a breach or acceleration of, any material contract,
agreement or
other instrument to which the Seller is a party or which may be
applicable to
the Seller or its assets;
(4) The Seller is not in violation of, and the execution and
delivery
of this Agreement by the Seller and its performance and compliance
with the
terms of this Agreement will not constitute a violation with
respect to, any
order or decree of any court or any order or regulation of any
federal, state,
municipal or governmental agency having jurisdiction over the
Seller or its
assets, which violation might have consequences that would
materially and
adversely affect the condition (financial or otherwise) or the
operation of the
Seller or its assets or might have consequences that would
materially and
adversely affect the performance of its obligations and duties
hereunder;
(5) The Seller does not believe, nor does it have any reason or
cause
to believe, that it cannot perform each and every covenant
contained in this
Agreement;
(6) The Mortgage Loan Documents have been delivered to the
Custodian.
With respect to each Mortgage Loan, the Seller is in possession of
a complete
Mortgage File in compliance with Exhibit 2, except for such
documents as have
been delivered to the Custodian;
(7) Immediately prior to the payment of the Purchase Price for
each
Mortgage Loan, the Seller was the owner of record of the related
Mortgage and
the indebtedness evidenced by the related Mortgage Note and upon
the payment of
the Purchase Price by the Purchaser, in the event that the Seller
retains record
title, the Seller 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 as the owner thereof and only for the purpose of
servicing and
supervising the servicing of each Mortgage Loan;
(8) There are no actions or proceedings against, or investigations
of,
the Seller before any court, administrative agency or other
tribunal (A) that
might prohibit its entering into this Agreement, (B) seeking to
prevent the sale
of the Mortgage Loans or the consummation of
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<PAGE>
the transactions contemplated by this Agreement or (C) that might
prohibit or
materially and adversely affect the performance by the Seller of
its obligations
under, or the validity or enforceability of, this Agreement;
(9) 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 consummation of the transactions contemplated by this
Agreement, except
for such consents, approvals, authorizations or orders, if any,
that have been
obtained prior to the Closing Date;
(10) The consummation of the transactions contemplated by this
Agreement are 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 the bulk
transfer or
any similar statutory provisions;
(11) The consideration received by the Seller upon the sale of
the
Mortgage Loans constitutes fair consideration and reasonably
equivalent value
for such Mortgage Loans;
(12) The Seller is solvent and will not be rendered insolvent by
the
consummation of the transactions contemplated hereby. The Seller is
not
transferring any Mortgage Loan with any intent to hinder, delay or
defraud any
of its creditors; and
(13) The Seller is in good standing, and will comply in all
material
respects with the rules and procedures of MERS in connection with
the servicing
of the MERS Loans for as long as such Mortgage Loans are registered
with MERS.
Subsection 7.02 Representations and Warranties Regarding
Individual
Mortgage Loans.
(a) The Seller hereby represents and warrants to the Purchaser
that,
as to each Mortgage Loan, as of the Closing Date for such Mortgage
Loan:
(1) The information set forth in the related Final Mortgage
Loan
Schedule is complete, true and correct;
(2) [Reserved].
(3) There are no defaults in complying with the terms of the
Mortgage
as they relate to the holder thereof, and all taxes, governmental
assessments,
insurance premiums, water, sewer and municipal charges, leasehold
payments or
ground rents or other outstanding charges affecting the Mortgaged
Property which
previously became due and owing have been paid, or escrow funds
have been
established in an amount sufficient to pay for every such escrowed
item which
remains unpaid and which has been assessed but is not yet due and
payable. There
exist no deficiencies with respect to escrow deposits and payments,
if escrows
are required, for which customary arrangements for repayment
thereof have not
been made, and other than in connection
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<PAGE>
with a modification or work-out agreement contained in the Mortgage
File, no
escrow deficits or payments of other charges or payments have been
capitalized
under the Mortgage or the applicable Mortgage Note;
(4) The Seller has not waived, altered or modified the Mortgage
or
Mortgage Note (except that a Mortgage Loan may have been modified
by a written
instrument (a copy of which is in the Mortgage File and the terms
of which are
reflected on the Final Mortgage Loan Schedule) which has been
recorded or is in
the process of being recorded, if necessary to protect the validity
and first
priority lien of the owner of such Mortgage Loan; the substance of
any such
waiver, alteration or modification has been approved by the issuer
of any title
insurance policy, to the extent required by the related policies);
satisfied,
canceled, rescinded or subordinated such Mortgage in whole or in
part; released
the applicable Mortgaged Property in whole or in part from the lien
of such
Mortgage; or executed any instrument of cancellation, rescission or
satisfaction
with respect thereto. No instrument of release or waiver has been
executed in
connection with any Mortgage Loan, and no Mortgagor has been
released, in whole
or in part from its obligations in connection with a Mortgage
Loan;
(5) The Mortgage Note and the Mortgage are not subject to any
valid
right of rescission, set-off, counterclaim or defense, including
the defense of
usury, nor will the operation of any of the terms of the Mortgage
Note and the
Mortgage, or the exercise of any right thereunder, render the
Mortgage
unenforceable (subject to bankruptcy, insolvency, moratorium,
reorganization and
similar laws or by equitable principles affecting the
enforceability of the
rights of creditors, including those respecting the availability of
specific
performance), in whole or in part, and to the Seller's knowledge no
such right
of rescission, set-off, counterclaim or defense has been asserted
with respect
thereto;
(6) All buildings upon the Mortgaged Property are insured by a
generally acceptable insurer in accordance with the Seller's
underwriting
guidelines against loss by fire, hazards of extended coverage and
such other
hazards as are customary in the area where the Mortgaged Property
is located.
All such insurance policies contain a standard mortgagee clause
naming the
Seller, its successors and assigns as mortgagee and all premiums
thereon have
been paid or escrowed funds have been established in an amount
sufficient to pay
the premium. 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 which
policy conforms to the Seller's underwriting guidelines. The
Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at the
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 Mortgagor's cost and
expense and to
seek reimbursement therefor from the Mortgagor;
(7) Any and all requirements of any applicable federal, state or
local
law including, without limitation, laws governing prepayment
penalties, usury,
truth in lending, real estate settlement procedures, consumer
credit protection,
equal credit opportunity, fair housing and disclosure laws
applicable to the
origination (as such laws existed as of the date of origination)
and servicing
of mortgage loans of a type similar to the Mortgage Loans have
been
20
<PAGE>
complied with and the consummation of the transactions contemplated
hereby will
not involve the violation of any such applicable laws;
(8) The Mortgage has not been satisfied, cancelled, subordinated
or
rescinded, in whole or in part, and 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 satisfaction, cancellation,
subordination,
rescission or release;
(9) The related Mortgage is properly recorded and is a valid,
existing
and enforceable (A) first lien and first priority security interest
with respect
to each Mortgage Loan which is indicated by the Seller to be a
First Lien (as
reflected on the Final Mortgage Loan Schedule), or (B) second lien
and second
priority security interest with respect to each Mortgage Loan which
is indicated
by the Seller to be a Second Lien (as reflected on the Final
Mortgage Loan
Schedule), in either case, on the Mortgaged Property, including all
improvements
on the Mortgaged Property subject only to (a) the lien of current
real property
taxes and assessments not yet due and payable, (b) covenants,
conditions and
restrictions, rights of way, easements and other matters of the
public record as
of the date of recording being acceptable to mortgage lending
institutions
generally and specifically referred to in the lender's title
insurance policy
delivered to the originator of the Mortgage Loan and which do not
adversely
affect the Appraised Value of the Mortgaged Property, (c) other
matters to which
like properties are commonly subject which do not 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 (d) with
respect to each Mortgage Loan which is indicated by the Seller to
be a Second
Lien Mortgage Loan (as reflected on the Final Mortgage Loan
Schedule) a First
Lien on the Mortgaged Property. Any security agreement, chattel
mortgage or
equivalent document related to and delivered in connection with the
Mortgage
Loan establishes and creates a valid, existing and enforceable (A)
first lien
and first priority security interest with respect to each Mortgage
Loan which is
indicated by the Seller to be a First Lien (as reflected on the
Final Mortgage
Loan Schedule) or (B) second lien and second priority security
interest with
respect to each Mortgage Loan which is indicated by the Seller to
be a Second
Lien Mortgage Loan (as reflected on the Final Mortgage Loan
Schedule), in either
case, on the property des
