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<PAGE>
Exhibit 99.1
MORTGAGE LOAN PURCHASE AGREEMENT
between
MERRILL LYNCH MORTGAGE LENDING, INC.
as Seller
and
MERRILL LYNCH MORTGAGE INVESTORS, INC.
as Purchaser
Dated as of
July 1, 2007
Relating to the Mortgage Loans in the
Merrill Lynch Mortgage Backed Securities Trust, Series
2007-3
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TABLE OF CONTENTS
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Page
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SECTION 1.
DEFINITIONS................................................ 1
SECTION 2. PURCHASE AND SALE OF THE MORTGAGE LOANS AND
RELATED
RIGHTS.....................................................
3
SECTION 3. MORTGAGE LOAN
SCHEDULES.................................... 4
SECTION 4. MORTGAGE LOAN
TRANSFER..................................... 4
SECTION 5. EXAMINATION OF MORTGAGE
FILES.............................. 5
SECTION 6. SALE
TREATMENT............................................. 6
SECTION 7. REPRESENTATIONS AND WARRANTIES OF SELLER CONCERNING
THE
MORTGAGE LOANS.............................................
7
SECTION 8. REPRESENTATIONS AND WARRANTIES CONCERNING THE
SELLER....... 11
SECTION 9. REPRESENTATIONS AND WARRANTIES CONCERNING THE
PURCHASER.... 12
SECTION 10. CONDITIONS TO
CLOSING...................................... 13
SECTION 11.
NOTICES.................................................... 14
SECTION 12. TRANSFER OF MORTGAGE
LOANS................................. 15
SECTION 13. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO
SURVIVE
DELIVERY...................................................
15
SECTION 14. MANDATORY DELIVERY; GRANT OF SECURITY
INTEREST............. 15
SECTION 15.
SEVERABILITY............................................... 16
SECTION 16.
COUNTERPARTS............................................... 16
SECTION 17.
AMENDMENT.................................................. 16
SECTION 18. GOVERNING
LAW.............................................. 16
SECTION 19. FURTHER
ASSURANCES......................................... 16
SECTION 20. SUCCESSORS AND
ASSIGNS..................................... 17
SECTION 21. THE
SELLER................................................. 17
SECTION 22. ENTIRE
AGREEMENT........................................... 17
SECTION 23. NO
PARTNERSHIP............................................. 17
</TABLE>
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EXHIBITS AND SCHEDULE TO
MORTGAGE LOAN PURCHASE AGREEMENT
Exhibit 1 Contents of Mortgage File
Exhibit 2 Mortgage Loan Schedule Information
Exhibit 3 Schedule of Lost Notes
Exhibit 4 S&P Appendix
Schedule A Mortgage Loan Schedule
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MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of July 1, 2007, as
amended
and supplemented by any and all amendments hereto (collectively,
the
"Agreement"), by and between MERRILL LYNCH MORTGAGE LENDING,
INC., a Delaware
corporation (the "Seller"), and MERRILL LYNCH MORTGAGE
INVESTORS, INC., a
Delaware corporation (the "Purchaser").
Upon the terms and subject to the conditions of this Agreement,
the
Seller agrees to sell, and the Purchaser agrees to purchase,
certain first lien,
adjustable-rate mortgage loans secured by one- to four-family
residences,
townhouses, individual condominiums, units in planned units
developments and
townhouses (collectively, the "Mortgage Loans") as described
herein. The
Purchaser intends to deposit the Mortgage Loans into a trust
fund (the "Trust
Fund") and create Merrill Lynch Mortgage Backed Securities
Trust, Series 2007-3
Mortgage Pass-Through Certificates (the "Certificates"), under a
pooling and
servicing agreement, dated as of July 1, 2007 (the "Pooling and
Servicing
Agreement"), by and among the Purchaser, as depositor (the
"Depositor"), HSBC
Bank USA, National Association, as trustee (the "Trustee"), and
Wells Fargo
Bank, N.A., as master servicer and securities administrator (the
"Master
Servicer" and "Securities Administrator").
The Purchaser has filed with the Securities and Exchange
Commission
(the "Commission") a registration statement on Form S-3 (Number
333-140436)
relating to its Mortgage Pass-Through Certificates and the
offering of certain
series thereof (including certain classes of the Certificates)
from time to time
in accordance with Rule 415 under the Securities Act of 1933, as
amended, and
the rules and regulations of the Commission promulgated
thereunder (the
"Securities Act"). Such registration statement, when it became
effective under
the Securities Act, and the prospectus relating to the public
offering of
certain classes of the Certificates by the Purchaser (the
"Public Offering"), as
from time to time each is amended or supplemented pursuant to
the Securities Act
or otherwise, are referred to herein as the "Registration
Statement" and the
"Prospectus," respectively. The "Prospectus Supplement" shall
mean that
supplement, dated July 27, 2007 to the Prospectus, dated May 15,
2007, relating
to certain classes of the Certificates. With respect to the
Public Offering of
certain classes of the Certificates, the Purchaser and Merrill
Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") have entered
into a Terms
Agreement dated as of July 26, 2007 to an underwriting agreement
dated February
28, 2003, between the Purchaser and Merrill Lynch (together, the
"Underwriting
Agreement").
Now, therefore, in consideration of the premises and the
mutual
agreements set forth herein, the parties hereto agree as
follows:
Section 1. Definitions.
Certain terms are defined herein. Capitalized terms used herein
but
not defined herein shall have the meanings specified in the
Pooling and
Servicing Agreement. The following other terms are defined as
follows:
Closing Date: July 31, 2007.
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Custodial Agreement: An agreement, dated as of the Closing Date
among
the Depositor, the Master Servicer, the Trustee and the
Custodian in
substantially the form of Exhibit G to the Pooling and Servicing
Agreement.
Custodian: Wells Fargo Bank, N.A., including any successors
in
interest, or any successor custodian appointed pursuant to the
provisions hereof
and of the Custodial Agreement.
Cut-off Date: July 1, 2007.
Cut-off Date Balance: $304,840,443.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced by a
Substitute Mortgage Loan.
Due Date: With respect to each Mortgage Loan, the first day in
each
month.
Fannie Mae: Fannie Mae or any successor thereto.
Fitch: Fitch, Inc.
Freddie Mac: The Federal Home Loan Mortgage Corporation of
any
successor thereto.
Master Servicer: Wells Fargo Bank, N.A.
Merrill Lynch: Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
Mortgage: The mortgage or deed of trust creating a first lien on
an
interest in real property securing a Mortgage Note.
Mortgage File: The items referred to in Exhibit 1 and Exhibit
2
pertaining to a particular Mortgage Loan and any additional
documents required
to be added to such documents pursuant to this Agreement.
Mortgage Interest Rate: The annual rate of interest borne by
a
Mortgage Note as stated therein.
Mortgage Loan Schedule: The Schedule of Mortgage Loans to be
annexed
hereto as Schedule A on the Closing Date setting forth the
information contained
on Exhibit 2 hereto.
Mortgagor: The obligor(s) on a Mortgage Note.
Net Rate: With respect to any Distribution Date and each
Mortgage
Loan, the Mortgage Interest Rate for such Mortgage Loan on such
Distribution
Date less the Servicing Fee Rate for such Mortgage Loan on such
Distribution
Date.
Offered Certificates: Shall mean the Class I-A1, Class I-A2,
Class
I-A3, Class II-A1, Class II-A2, Class III-A1, Class III-A2,
Class M-1, Class
M-2, Class M-3 and Class A-R Certificates issued pursuant to the
Pooling and
Servicing Agreement.
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Opinion of Counsel: A written opinion of counsel, who may be
counsel
for the Seller or the Purchaser, reasonably acceptable to the
Trustee.
Person: Any legal person, including any individual,
corporation,
partnership, joint venture, association, joint stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
Purchase Price: With respect to any Mortgage Loan or REO
Property to
be purchased pursuant to or as contemplated by this Agreement,
and as confirmed
by an Officers' Certificate from the Master Servicer to the
Trustee, an amount
equal to the sum of (i) 100% of the Stated Principal Balance
thereof as of the
date of purchase (or such other price as provided herein), (ii)
accrued interest
on such Stated Principal Balance at the applicable Mortgage
Interest Rate in
effect from time to time from the Due Date as to which interest
was last covered
by a payment by the Mortgagor or an advance by the applicable
Servicer or Master
Servicer, which payment or advance had as of the date of
purchase been
distributed to Certificateholders, through the end of the
calendar month in
which the purchase is to be effected less any unreimbursed
Advances and any
unpaid Servicing Fees payable to the purchaser of the Mortgage
Loan and (iii)
any costs and damages incurred by the Issuing Entity in
connection with any
violation by such Mortgage Loan or REO Property of any predatory
or
abusive-lending law.
Rating Agencies: S&P and Fitch, each a "Rating Agency."
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc.,
or its successors in interest.
Securities Act: The Securities Act of 1933, as amended.
Security: As used herein, the term shall refer to the Trust Fund
and
the Certificates created thereby.
Substitute Mortgage Loan: A mortgage loan substituted for a
Deleted
Mortgage Loan which must meet on the date of such substitution
the requirements
stated herein and in the Pooling and Servicing Agreement; upon
such
substitution, such mortgage loan shall be a "Mortgage Loan"
hereunder.
Value: The value of the Mortgaged Property at the time of
origination
of the related Mortgage Loan, such value being the lesser of (i)
the value of
such property set forth in an appraisal accepted by the
Originator or (ii) the
sales price of such property at the time of origination.
Section 2. Purchase and Sale of the Mortgage Loans and Related
Rights.
(a) Upon satisfaction of the conditions set forth in Section
10
hereof, the Seller agrees to sell, and the Purchaser agrees to
purchase Mortgage
Loans having an aggregate Cut-off Date Balance of
$304,850,443.
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(b) The closing for the purchase and sale of the Mortgage Loans
and
the closing for the issuance of the Certificates will take place
on the Closing
Date at the office of the Purchaser's counsel in New York, New
York or such
other place as the parties shall agree.
(c) Upon the satisfaction of the conditions set forth in Section
10
hereof, on the Closing Date, in consideration of the purchase of
the Mortgage
Loans, the Purchaser shall (i) pay to the Seller an amount equal
to the net sale
proceeds of the Offered Certificates plus accrued interest in
immediately
available funds by wire transfer to such account or accounts as
shall be
designated by the Seller and (ii) deliver to the Seller the
Class B and Class P
Certificates.
Section 3. Mortgage Loan Schedules.
The Seller agrees to provide to the Purchaser as of the Closing
Date
the Mortgage Loan Schedule. The Mortgage Loan Schedule shall be
delivered to the
Purchaser on the Closing Date, shall be attached to this
Agreement on the
Closing Date by the parties hereto and shall be in form and
substance mutually
agreed to by the Seller and the Purchaser.
Section 4. Mortgage Loan Transfer.
(a) The Purchaser will be entitled to all scheduled payments of
principal
and interest on the Mortgage Loans due after the Cut-off Date
(regardless of
when actually collected) and all payments thereof other than
scheduled principal
and interest received after the Cut-off Date. The Seller will be
entitled to all
scheduled payments of principal and interest on the Mortgage
Loans due on or
before the Cut-off Date (including payments collected after the
Cut-off Date)
and all payments thereof other than scheduled principal and
interest on the
Mortgage Loans received on or before the Cut-off Date. Such
principal amounts
and any interest thereon belonging to the Seller as described
above will not be
included in the aggregate outstanding principal balance of the
Mortgage Loans as
of the Cut-off Date as set forth on the Mortgage Loan
Schedule.
(b) Pursuant to the Pooling and Servicing Agreement, the
Purchaser will
assign on the Closing Date all of its right, title and interest
in and to the
Mortgage Loans to the Trustee for the benefit of the
Certificateholders. In
connection with the transfer and assignment of the Mortgage
Loans, the Seller
has delivered or will deliver or cause to be delivered to the
Trustee (or the
Custodian on its behalf) by the Closing Date, the items of each
Mortgage File,
provided, however, that in lieu of the foregoing, the Seller may
deliver the
following documents, under the circumstances set forth below:
(x) in lieu of the
original Mortgage, assignments to the Trustee or intervening
assignments thereof
which have been delivered, are being delivered or will upon
receipt of recording
information relating to the Mortgage required to be included
thereon, be
delivered to recording offices for recording and have not been
returned in time
to permit their delivery as specified above, the Seller may
deliver a true copy
thereof with a certification by the Seller or the applicable
originator, on the
face of such copy, substantially as follows: "Certified to be a
true and correct
copy of the original, which has been transmitted for recording;"
(y) in lieu of
the Mortgage, assignments to the Trustee or intervening
assignments thereof, if
the applicable jurisdiction retains the originals of such
documents or if the
originals are lost (in each case, as evidenced by a
certification from the
Seller to such effect), the Seller may deliver photocopies of
such documents
containing an original certification by the judicial or other
governmental
authority of the jurisdiction where such documents were
recorded; and (z) in
lieu
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of the Mortgage Notes relating to the Mortgage Loans, each
identified in the
list delivered by the Purchaser to the Trustee on the Closing
Date and attached
hereto as Exhibit 3 the Seller may deliver lost note affidavits
and indemnities
of the Seller; and provided further, however, that in the case
of Mortgage Loans
which have been prepaid in full after the Cut-off Date and prior
to the Closing
Date, the Seller, in lieu of delivering the above documents, may
deliver to the
Trustee a certification by the Seller to such effect. The Seller
shall deliver
such original documents (including any original documents as to
which certified
copies had previously been delivered) or such certified copies
to the Trustee
promptly after they are received. The Seller shall cause the
Mortgage and
intervening assignments, if any, and the assignment of the
Mortgage to be
recorded not later than 180 days after the Closing Date, or, in
lieu of such
assignments, shall provide an Opinion of Counsel pursuant to
Section 6(a) hereof
to the effect that the recordation of such assignment is not
necessary to
protect the Trustee's interest in the related Mortgage Loan.
Upon the request of
the Purchaser, the Seller will assist the Purchaser in effecting
the assignment
referred to above.
(c) The Seller and the Purchaser acknowledge hereunder that all
of the
Mortgage Loans and the related servicing will ultimately be
assigned to HSBC
Bank USA, National Association, as Trustee for the
Certificateholders, on the
date hereof.
Section 5. Examination of Mortgage Files.
(a) On or before the Closing Date, the Seller will have made the
Mortgage
Files available to the Purchaser or its agent for examination
which may be at
the offices of the Trustee (or the Custodian on its behalf) or
the Seller. The
fact that the Purchaser or its agent has conducted or has failed
to conduct any
partial or complete examination of the Mortgage Files shall not
affect the
Purchaser's rights to demand cure, repurchase, substitution or
other relief as
provided in this Agreement. In furtherance of the foregoing, the
Seller shall
make the Mortgage Files available to the Purchaser or its agent
from time to
time so as to permit the Purchaser to confirm the Seller's
compliance with the
delivery and recordation requirements of this Agreement and the
Pooling and
Servicing Agreement. In addition, upon request of the Purchaser,
the Seller
agrees to provide to the Purchaser, Merrill Lynch and to any
investors or
prospective investors in the Certificates information regarding
the Mortgage
Loans and their servicing, to make the Mortgage Files available
to the
Purchaser, Merrill Lynch and to such investors or prospective
investors (which
may be at the offices of the Seller and/or the Seller's
custodian) and to make
available personnel knowledgeable about the Mortgage Loans for
discussions with
the Purchaser, Merrill Lynch and such investors or prospective
investors, upon
reasonable request during regular business hours, sufficient to
permit the
Purchaser, Merrill Lynch and such investors or potential
investors to conduct
such due diligence as any such party reasonably believes is
appropriate.
(b) Pursuant to the Pooling and Servicing Agreement, on the
Closing Date
the Trustee (or the Custodian), for the benefit of the
Certificateholders, will
review items of the Mortgage Files as set forth on Exhibit 1 and
will deliver to
the Seller a certification in the form attached as Exhibit One
to the Custodial
Agreement.
(c) Pursuant to the Pooling and Servicing Agreement, the Trustee
or the
Custodian, as its agent, will review the Mortgage Files within
180 days of the
Closing Date and will deliver to
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the Purchaser a final certification substantially in the form of
Exhibit Two to
the Custodial Agreement. If the Trustee or the Custodian, as its
agent, is
unable to deliver a final certification with respect to the
items listed in
Exhibit 2 due to any document that is missing, has not been
executed, is
unrelated, determined on the basis of the Mortgagor name,
original principal
balance and loan number, to the Mortgage Loans identified in the
Mortgage Loan
Schedule (a "Material Defect"), the Trustee or the Custodian, as
its agent,
shall notify the Seller of such Material Defect. The Seller
shall correct or
cure any such Material Defect within 90 days from the date of
notice from the
Trustee or the Custodian, as applicable, of the Material Defect
and if the
Seller does not correct or cure such Material Defect within such
period and such
defect materially and adversely affects the interests of the
Certificateholders
in the related Mortgage Loan, the Seller will, in accordance
with the terms of
the Pooling and Servicing Agreement, within 90 days of the date
of notice,
provide the Trustee with a Substitute Mortgage Loan (if within
two years of the
Closing Date) or purchase the related Mortgage Loan at the
applicable Purchase
Price; provided, however, that if such defect relates solely to
the inability of
the Seller to deliver the original security instrument or
intervening
assignments thereof, or a certified copy because the originals
of such
documents, or a certified copy, have not been returned by the
applicable
jurisdiction, the Seller shall not be required to purchase such
Mortgage Loan if
the Seller delivers such original documents or certified copy
promptly upon
receipt, but in no event later than 360 days after the Closing
Date. The
foregoing repurchase obligation shall not apply in the event
that the Seller
cannot deliver such original or copy of any document submitted
for recording to
the appropriate recording office in the applicable jurisdiction
because such
document has not been returned by such office; provided that the
Seller shall
instead deliver a recording receipt of such recording office or,
if such receipt
is not available, a certificate of the Seller confirming that
such documents
have been accepted for recording, and delivery to the Trustee or
the Custodian,
as its agent, shall be effected by the Seller within thirty days
of its receipt
of the original recorded document.
(d) At the time of any substitution, the Seller shall deliver or
cause to
be delivered the Substitute Mortgage Loan, the related Mortgage
File and any
other documents and payments required to be delivered in
connection with a
substitution pursuant to the Pooling and Servicing Agreement. At
the time of any
purchase or substitution, the Trustee shall (i) assign to the
Seller and release
or cause the Custodian, as its agent, to release the documents
(including, but
not limited to, the Mortgage, Mortgage Note and other contents
of the Mortgage
File) in the possession of the Trustee or the Custodian relating
to the Deleted
Mortgage Loan and (ii) execute and deliver such instruments of
transfer or
assignment, in each case without recourse, as shall be necessary
to vest in the
Seller title to such Deleted Mortgage Loan.
Section 6. Sale Treatment.
It is the express intent of the parties hereto that the
conveyance of
the Mortgage Loans by the Seller to the Purchaser, as
contemplated by this
Agreement be, and be treated as, a sale. It is, further, not the
intention of
the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the
Seller to the Purchaser to secure a debt or other obligation of
the Seller.
However, in the event that, notwithstanding the intent of the
parties, the
Mortgage Loans are held by a court of competent jurisdiction to
continue to be
property of the Seller, then (i) this Agreement shall also be
deemed to be a
security agreement within the meaning of Articles 8 and 9 of the
applicable
Uniform Commercial Code; (ii) the transfer of the Mortgage Loans
provided
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for herein shall be deemed to be a grant by the Seller to the
Purchaser of a
security interest in all of the Seller's right, title and
interest in and to the
Mortgage Loans and all amounts payable to the holders of the
Mortgage Loans in
accordance with the terms thereof and all proceeds of the
conversion, voluntary
or involuntary, of the foregoing into cash, instruments,
securities or other
property, to the extent the Purchaser would otherwise be
entitled to own such
Mortgage Loans and proceeds pursuant to Section 4 hereof,
including all amounts,
other than investment earnings, from time to time held or
invested in any
accounts created pursuant to the Pooling and Servicing
Agreement, whether in the
form of cash, instruments, securities or other property; (iii)
the possession by
the Purchaser or the Trustee of Mortgage Notes and such other
items of property
as constitute instruments, money, negotiable documents or
chattel paper shall be
deemed to be "possession by the secured party" for purposes of
perfecting the
security interest pursuant to Section 9-305 (or comparable
provision) of the
applicable Uniform Commercial Code; and (iv) notifications to
persons holding
such property, and acknowledgments, receipts or confirmations
from persons
holding such property, shall be deemed notifications to, or
acknowledgments,
receipts or confirmations from, financial intermediaries,
bailees or agents (as
applicable) of the Purchaser for the purpose of perfecting such
security
interest under applicable law. Any assignment of the interest of
the Purchaser
pursuant to any provision hereof or pursuant to the Pooling and
Servicing
Agreement shall also be deemed to be an assignment of any
security interest
created hereby. The Seller and the Purchaser shall, to the
extent consistent
with this Agreement, take such actions as may be reasonably
necessary to ensure
that, if this Agreement were deemed to create a security
interest in the
Mortgage Loans, such security interest would be deemed to be a
perfected
security interest of first priority under applicable law and
will be maintained
as such throughout the term of the Pooling and Servicing
Agreement.
Section 7. Representations and Warranties of Seller Concerning
the Mortgage
Loans.
The Seller hereby represents and warrants to the Purchaser as of
the
Closing Date or such other date as may be specified below with
respect to each
Mortgage Loan being sold by it:
(a) the information set forth in the Mortgage Loan Schedule
hereto is true
and correct in all material respects;
(b) immediately prior to the transfer to the Purchaser, the
Seller was the
sole owner of beneficial title and holder of each Mortgage and
Mortgage Note
relating to the Mortgage Loans and is conveying the same free
and clear of any
and all liens, claims, encumbrances, participation interests,
equities, pledges,
charges or security interests of any nature and the Seller has
full right and
authority to sell or assign the same pursuant to this
Agreement;
(c) no selection procedure reasonably believed by the Seller to
be adverse
to the interests of the Certificateholders was utilized in
selecting the
Mortgage Loans;
(d) each Mortgage Loan constitutes a "qualified mortgage" under
Section
860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1);
(e) no Mortgage Loan is in foreclosure;
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(f) no Mortgage Loan provides for interest other than at either
(i) a
single fixed rate in effect throughout the term of the Mortgage
Loan or (ii) a
"variable rate" (within the meaning of Treas. Reg. Section
1.860G-1(a)(3)) in
effect throughout the term of the Mortgage Loan;
(g) the Seller would not, based on the delinquency status of the
Mortgage
Loans, institute foreclosure proceedings with respect to any of
the Mortgage
Loans prior to the next scheduled payment for such Mortgage
Loan;
(h) the information set forth under the captions "Description of
the
Mortgage Pools--General," "--Tabular Characteristics of the
Mortgage Loans" and
in Annex II of the Prospectus Supplement is true and correct in
all material
respects;
(i) as of the Cut-off Date, no Mortgage Loan is more than 30
days past due.
The Seller has not advanced funds, or induced, solicited or
knowingly received
any advance of funds from a party other than the owner of the
related Mortgaged
Property, directly or indirectly, for the payment of any amount
required by the
Mortgage Note or Mortgage;
(j) to the best of the Seller's knowledge, there are no
delinquent taxes,
ground rents, water charges, sewer rents, assessments, insurance
premiums,
leasehold payments, including assessments payable in future
installments or
other outstanding charges affecting the related Mortgaged
Property;
(k) to the best of the Seller's knowledge, there is no default,
breach,
violation or event of acceleration existing under the Mortgage
or the Mortgage
Note and no event which, with the passage of time or with notice
and the
expiration of any grace or cure period, would constitute a
default, breach,
violation or event of acceleration, and the Seller has not
waived any default,
breach, violation or event of acceleration;
(l) to the best of the Seller's knowledge, the Mortgaged
Property is free
of damage and waste and there is no proceeding pending for the
total or partial
condemnation thereof;
(m) to the best of the Seller's knowledge, the Mortgaged
Property is
lawfully occupied under applicable law at time of
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