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Exhibit 4.8
[
]
AS PURCHASER,
[
]
AS SELLER
AND
[
]
MORTGAGE LOAN PURCHASE
AGREEMENT
DATED AS OF [
]
ADJUSTABLE-RATE AND
FIXED-RATE MORTGAGE LOANS
[
] SERIES [
]
TABLE OF
CONTENTS
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Page |
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ARTICLE I DEFINITIONS
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1 |
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Section
1.1 Definitions. |
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1 |
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ARTICLE II SALE OF MORTGAGE LOANS AND
RELATED PROVISIONS
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1 |
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Section
2.1 Sale of Mortgage Loans. |
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1 |
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Section
2.2 Payment of Purchase Price for the Mortgage Loans. |
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4 |
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ARTICLE III REPRESENTATIONS AND
WARRANTIES; REMEDIES FOR BREACH
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5 |
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Section
3.1 Seller Representations and Warranties. |
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5 |
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Section
3.2 Purchaser Representations and Warranties. |
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16 |
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ARTICLE IV SELLER’S
COVENANTS
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18 |
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Section
4.1 Covenants of the Seller. |
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18 |
| ARTICLE V INDEMNIFICATION BY THE SELLER WITH RESPECT TO THE
MORTGAGE LOANS |
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19 |
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Section
5.1 Indemnification With Respect to the Mortgage Loans. |
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19 |
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Section
5.2 Limitation on Liability of the Seller. |
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19 |
| ARTICLE VI TERMINATION |
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Section
6.1 Termination. |
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ARTICLE VII MISCELLANEOUS
PROVISIONS
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20 |
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Section
7.1 Amendment |
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20 |
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Section
7.2 Governing Law |
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20 |
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Section
7.3 Notices. |
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20 |
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Section
7.4 Severability of Provisions. |
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20 |
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Section
7.5 Relationship of Parties. |
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20 |
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Section
7.6 Counterparts. |
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21 |
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Section
7.7 Further Agreements. |
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21 |
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Section
7.8 Intention of the Parties. |
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21 |
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Section
7.9 Successors and Assigns; Assignment of Purchase
Agreement. |
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21 |
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Section
7.10 Survival. |
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21 |
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Section
7.11 Third Party Beneficiary. |
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21 |
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Exhibits
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Exhibit 1
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Mortgage
Loan Schedule |
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Exhibit 2
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Schedule
of Prepayment Charges |
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Exhibit 3
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Standard
& Poor’s Appendix E to Glossary |
- i -
This MORTGAGE LOAN PURCHASE
AGREEMENT (this “Agreement”), dated as of [
], is made among [
] (the “Seller”) and [
] (the “Purchaser”).
W I T
N E S S E T H
:
WHEREAS, the Seller owns the
Mortgage Loans indicated on the Mortgage Loan Schedule attached as
Exhibit 1 hereto (the “Mortgage Loans”), including
rights to (a) any property acquired by foreclosure or deed in
lieu of foreclosure or otherwise, and (b) the proceeds of any
insurance policies covering the Mortgage Loans;
WHEREAS, the parties hereto
desire that the Seller sell the Mortgage Loans to the Purchaser
(other than the servicing rights with respect thereto), that the
Seller make certain representations and warranties and undertake
certain obligations with respect to the Mortgage Loans;
WHEREAS, pursuant to the
terms of a Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”) dated as of [
], among the Purchaser, as depositor, [
], as servicer and [
], as trustee (the “Trustee”), the
Purchaser will issue the Mortgage Pass-Through Certificates, Series
[
] (the “Certificates”);
NOW, THEREFORE, in
consideration of the mutual covenants herein contained, the parties
hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1
Definitions . For all purposes of this Mortgage Loan
Purchase Agreement, except as otherwise expressly provided herein
or unless the context otherwise requires, capitalized terms not
otherwise defined herein shall have the meanings assigned to such
terms in the Pooling and Servicing Agreement. All other capitalized
terms used herein shall have the meanings specified
herein.
ARTICLE II
SALE OF MORTGAGE LOANS AND
RELATED PROVISIONS
Section 2.1 Sale of
Mortgage Loans .
(a) The Seller, by the
execution and delivery of this Agreement, does hereby sell, assign,
set over, and otherwise convey to the Purchaser, without recourse
but subject to the terms of this Agreement, all of its right, title
and interest in, to and under the following, whether now existing
or hereafter acquired and wherever located, on the Closing Date and
as of the Cut-off Date: (i) the Mortgage Loans identified on
Exhibit 1 as of the Closing Date, other than the servicing rights
with respect thereto.
(b) In connection with such
conveyances by the Seller, the Seller shall on behalf of the
Purchaser deliver to, and deposit with the Trustee, on or before
the Closing Date, the following documents or instruments with
respect to each Mortgage Loan:
(i) the original Mortgage
Note endorsed without recourse, to the order of the Trustee in
blank or, with respect to any Mortgage Loan as to which the
original Mortgage Note has been permanently lost or destroyed and
has not been replaced, a Lost Note Affidavit;
(ii) the original recorded
Mortgage or, if the original Mortgage has not been returned from
the public recording office, a copy of the Mortgage certified by
the Seller or the public recording office in which such Mortgage
has been recorded to be a true and complete copy of the original
Mortgage submitted for recording;
(iii) an assignment (which
may be included in one or more blanket assignments if permitted by
applicable law) of the Mortgage in blank or to the Trustee (or to
MERS, if the Mortgage Loan is registered on the MERS ®
System and noting the presence of a MIN) and otherwise in
recordable form;
(iv) the original recorded
Assignment or Assignments of the Mortgage showing an unbroken chain
of assignment from the originator thereof to the Person assigning
it to the Trustee or, if any such Assignment has not been returned
from the applicable public recording office, a copy of such
Assignment certified by the Seller to be a true and complete copy
of the original Assignment submitted to the title insurance company
for recording;
(v) either (a) the
original title insurance policy, or, if such policy has not been
issued, any one of an original or a copy of the preliminary title
report, title binder or title commitment on the Mortgaged Property
with the original policy of the insurance to be delivered promptly
following the receipt thereof or (b) a copy of the original
title insurance policy;
(vi) a copy of the related
hazard insurance policy; and
(vii) a true and correct copy
of any assumption, modification, consolidation or substitution
agreement.
The Seller shall deliver to
the Trustee: (a) either the original recorded Mortgage, or in
the event such original cannot be delivered by the Seller, a copy
of such Mortgage certified as true and complete by the appropriate
recording office, in those instances where a copy thereof certified
by the Seller was delivered to the Trustee pursuant to clause
(ii) above; and (b) either the original Assignment or
Assignments of the Mortgage, with evidence of recording thereon,
showing an unbroken chain of assignment from the originator to the
Seller, or in the event such original cannot be delivered by the
Seller, a copy of such Assignment or Assignments certified as true
and complete by the appropriate recording office, in those
instances where copies thereof certified by the Seller were
delivered to the Trustee pursuant to clause (iv) above.
However, the Seller need not cause to be recorded any assignment in
any jurisdiction under the laws of which,
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as evidenced by an Opinion of Counsel
delivered by the Seller to the Trustee, the Certificate Insurer and
the Rating Agencies, the recordation of such assignment is not
necessary to protect the Trustee’s interest in the related
Mortgage Loan; provided , however , notwithstanding
the delivery of any Opinion of Counsel, each assignment shall be
submitted for recording by the Seller in the manner described
above, at no expense to the Trust or the Trustee, upon the earliest
to occur of: (i) reasonable direction by the Holders of
Certificates evidencing at least 25% of the Voting Rights,
(ii) the occurrence of a Event of Default under the Pooling
and Servicing Agreement, (iii) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Seller, (iv) the
occurrence of a servicing transfer as described in
Section 7.02 of the Pooling and Servicing Agreement and
(v) if the Seller is not the Servicer and with respect to any
one assignment, the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Mortgagor under the related
Mortgage.
To the extent an assignment
referred to in clause (iii) above is required to be recorded,
the Seller at its own expense shall complete and submit it for
recording in the appropriate public office for real property
records, with such assignment completed in favor of the Trustee.
While such assignment to be recorded is being recorded, the Trustee
shall retain a photocopy of such assignment. If any assignment is
lost or returned unrecorded to the Trustee because of any defect
therein, the Seller is required to prepare a substitute assignment
or cure such defect, as the case may be, and the Seller shall cause
such substitute assignment to be recorded in accordance with this
paragraph.
In connection with the
assignment of any Mortgage Loan registered on the MERS ®
System, the Seller further agrees that it will cause, at the
Seller’s own expense, as of the Closing Date, the MERS
® System to indicate that such
Mortgage Loans have been assigned by the Seller to the Trustee in
accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of
Mortgage Loans which are repurchased in accordance with the Pooling
and Servicing Agreement) in such computer files (a) the code
in the field which identifies the specific Trustee and (b) the
code in the field “Pool Field” which identifies the
series of the Certificates issued in connection with such Mortgage
Loans.
Notwithstanding anything to
the contrary contained in this Section 2.1, in those instances
where the public recording office retains the original Mortgage
after it has been recorded, the Seller shall be deemed to have
satisfied its obligations hereunder upon delivery to the Trustee of
a copy of such Mortgage certified by the public recording office to
be a true and complete copy of the recorded original
thereof.
If any Assignment is lost or
returned unrecorded to the Trustee because of any defect therein,
the Seller shall prepare a substitute Assignment or cure such
defect, as the case may be, and the Seller shall cause such
Assignment to be recorded in accordance with this
section.
The Seller shall exercise its
best reasonable efforts to deliver or cause to be delivered to the
Trustee within 120 days of the Closing Date the original or a
photocopy of the title insurance policy with respect to each
Mortgage Loan assigned to the Trustee pursuant to this
Section 2.1.
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If a material defect in any
Mortgage File is discovered which may materially and adversely
affect the value of the related Mortgage Loan, or the interests of
the Certificateholders or the Certificate Insurer in such Mortgage
Loan including if any document required to be delivered to the
Trustee has not been delivered (provided that a Mortgage File will
not be deemed to contain a defect for an unrecorded assignment
under clause (iii) above if the Seller has submitted such
assignment for recording pursuant to the terms of the following
paragraph), the Seller shall either (i) purchase such Mortgage
Loan from the Trust Fund at the Purchase Price within 90 days after
the date on which the Seller was notified of such defect; provided,
that if such defect would cause the Mortgage Loan to be other than
a “qualified mortgage” as defined in
Section 860G(a)(3) of the Code, any such cure or repurchase
must occur within 90 days from the date such breach was discovered,
or cure such defect, or (ii) substitute a Qualified Substitute
Mortgage Loan for the related Mortgage Loan upon the same terms and
conditions set forth in Section 3.1 hereof for
substitutions.
The Purchaser hereby
acknowledges its acceptance of all right, title and interest to the
Mortgage Loans and other property, now existing and hereafter
created, conveyed to it pursuant to this Section 2.1, other
than with respect to servicing rights with respect to the Mortgage
Loans.
(c) The parties hereto intend
that the transaction set forth herein constitutes a sale by the
Seller to the Purchaser of all the Seller’s right, title and
interest in and to the Mortgage Loans (other than with respect to
the related servicing rights) and other property as and to the
extent described above. In the event the transaction set forth
herein is deemed not to be a sale, the Seller hereby grants to the
Purchaser a security interest in all of the Seller’s right,
title and interest in, to and under the Mortgage Loans (other than
with respect to the related servicing rights) and such other
property, to secure all of the Seller’s obligations
hereunder, and this Agreement shall constitute a security agreement
under applicable law. The Seller agrees to take or cause to be
taken such actions and to execute such documents, including without
limitation the filing of all necessary UCC-1 financing statements
filed in the State of California (which shall have been submitted
for filing as of the Closing Date with respect to the aggregate
Stated Principal Balance of the Mortgage Loans), any continuation
statements with respect thereto and any amendments thereto required
to reflect a change in the name or corporate structure of the
Seller or the filing of any additional UCC-1 financing statements
due to the change in the principal office of the Seller, as are
necessary to perfect and protect the Purchaser’s interests in
each Mortgage Loan and the proceeds thereof.
Section 2.2 Payment
of Purchase Price for the Mortgage Loans .
(a) The purchase price for
the Mortgage Loans (other than with respect to the servicing rights
thereto) shall be the sum of (1) $ [
] and (2) a 100% Percentage Interest in the Class 1-B, Class
1-C, Class 1-P, Class 2-C, Class 2-P and Class R
Certificates.
(b) In consideration of the
sale of the Mortgage Loans from the Seller to the Purchaser on the
Closing Date, the Purchaser shall pay to the Seller on the Closing
Date by wire transfer of immediately available funds to a bank
account designated by the Seller, the amount specified above in
clause (a)(1).
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ARTICLE III
REPRESENTATIONS AND
WARRANTIES;
REMEDIES FOR
BREACH
Section 3.1 Seller
Representations and Warranties . The Seller hereby represents
and warrants to the Purchaser and the Certificate Insurer as of the
Closing Date (or if otherwise specified below, as of the date so
specified) that:
(a) with respect to the
Seller:
(i) the Seller is a
corporation duly organized, validly existing and in good standing
under the laws of the State of California;
(ii) the Seller has full
corporate power to own its property, to carry on its business as
presently conducted and to enter into and perform its obligations
under this Agreement;
(iii) the execution and
delivery by the Seller of this Agreement have been duly authorized
by all necessary corporate action on the part of the Seller; and
neither the execution and delivery of this Agreement, nor the
consummation of the transactions herein contemplated hereby, nor
compliance with the provisions hereof, will conflict with or result
in a breach of, or constitute a default under, any of the
provisions of any law, governmental rule, regulation, judgment,
decree or order binding on the Seller or its properties or the
certificate of incorporation or by-laws of the Seller, except those
conflicts, breaches or defaults which would not reasonably be
expected to have a material adverse effect on the Seller’s
ability to enter into this Agreement and to consummate the
transactions contemplated hereby;
(iv) the execution, delivery
and performance by the Seller of this Agreement and the
consummation of the transactions contemplated hereby do not require
the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in respect of,
any state, federal or other governmental authority or agency,
except those consents, approvals, notices, registrations or other
actions as have already been obtained, given or made and, in
connection with the recordation of the Mortgages, powers of
attorney or assignments of Mortgages not yet completed;
(v) this Agreement has been
duly executed and delivered by the Seller and, assuming due
authorization, execution and delivery by the Purchaser, constitutes
a valid and binding obligation of the Seller enforceable against it
in accordance with its terms (subject to applicable bankruptcy and
insolvency laws and other similar laws affecting the enforcement of
the rights of creditors generally);
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(vi) to the knowledge of the
Seller, there are no actions, litigation, suits or proceedings
pending or threatened against the Seller before or by any court,
administrative agency, arbitrator or governmental body
(i) with respect to any of the transactions contemplated by
this Agreement or (ii) with respect to any other matter which
in the judgment of the Seller if determined adversely to the Seller
would reasonably be expected to materially and adversely affect the
Seller’s ability to perform its obligations under this
Agreement; and the Seller is not in default with respect to any
order of any court, administrative agency, arbitrator or
governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement; and
(vii) the Seller’s
chief executive office and principal place of business are located
in the County of Orange in the State of California; and
(b) with respect to the
Mortgage Loans:
(i) the information with
respect to each Mortgage Loan set forth in the Mortgage Loan
Schedule is true and correct as of the Cut-Off Date, based on
Cut-Off Date Balances;
(ii) each Mortgage Loan is
being serviced either (i) through the Servicer or (ii) a
Person controlling, controlled by or under common control with the
Servicer and qualified to service mortgage loans;
(iii) each Mortgage Loan was
underwritten or reunderwritten pursuant to the underwriting
guidelines which conform in all material respects to the
description thereof set forth in the Prospectus
Supplement;
(iv) all of the original or
certified documentation required to be delivered to the Trustee
pursuant to this Agreement (including all material documents
related thereto) with respect to each Mortgage Loan has been or
will be delivered to the Trustee in accordance with the terms of
this Agreement. Each of the documents and instruments specified to
be included therein has been duly executed and in due and proper
form, and each such document or instrument is in a form generally
acceptable to prudent mortgage lenders that regularly originate or
purchase mortgage loans comparable to the Mortgage Loans for sale
to prudent investors in the secondary market that invest in
mortgage loans such as the Mortgage Loans;
(v) each Mortgaged Property
is improved by a single (one to four) family residential dwelling,
which may include condominiums, individual units in a planned unit
development and townhouses but shall not include
cooperatives;
(vi) no Mortgage Loan had a
Loan-to-Value Ratio at origination in excess of 100%;
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(vii) each Mortgage Loan is a
valid, subsisting enforceable and perfected first lien as
identified on the Mortgage Loan Schedule on the Mortgaged Property
and subject in all cases to the exceptions to title set forth in
the title insurance policy, with respect to the related Mortgage
Loan, which exceptions are generally acceptable to banking
institutions in connection with their regular mortgage lending
activities, and such other exceptions to which similar properties
are commonly subject and which do not individually, or in the
aggregate, materially and adversely affect the benefits of the
security intended to be provided by such Mortgage. At the time each
Mortgage Loan was originated, the originator was a mortgagee
approved by the Secretary of Housing and Urban Development pursuant
to Sections 203 and 211 of the National Housing Act or a savings
and loan association, a savings bank, a commercial bank or similar
banking institution which was supervised and examined by a federal
or state authority or a mortgage banker or broker licensed or
authorized to do business in the jurisdiction in which the related
Mortgaged Property is located, applying the same standards and
procedures used by the Sponsor in originating Mortgage Loans
directly;
(viii) immediately prior to
the transfer and assignment of the Mortgage Loans to the Depositor,
the Sponsor held good and marketable title to, and was the sole
owner of each Mortgage Loan, subject to no liens, charges,
mortgages or encumbrances or rights of others, except liens of
third party warehouse lenders that will be released simultaneously
with the transfer and assignment contemplated herein; and
immediately prior to the transfer and assignment herein
contemplated, the Depositor held good and marketable title to, and
was the sole owner of, each Mortgage Loan subject to no liens,
charges, mortgages, encumbrances or rights of others except liens
which will be released simultaneously with such transfer and
assignment; and immediately upon the transfer and assignment herein
contemplated, the Trustee will hold good and marketable title to,
and be the sole owner of, each Mortgage Loan subject to no liens,
charges, mortgages, encumbrances or rights of others except liens
which will be released simultaneously with such transfer and
assignment;
(ix) there is no delinquent
tax or assessment lien on any Mortgaged Property, and each
Mortgaged Property is free of substantial damage and is in good
repair;
(x) there is no valid and
enforceable right of rescission, set-off, defense or counterclaim
to any Mortgage Note or Mortgage, including the obligation of the
related Mortgagor to pay the unpaid principal of or interest on
such Mortgage Note or the defense of usury, nor will the operation
of any of the terms of the Mortgage Note or the Mortgage, or the
exercise of any right thereunder, render either the Mortgage Note
or the Mortgage unenforceable in whole or in part, or subject to
any right of rescission, set-off, counterclaim or defense,
including the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect
thereto;
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(xi) there is no
mechanics’ lien or claim for work, labor or material
affecting any Mortgaged Property which is or may be a lien prior
to, or equal with and no rights are outstanding that under the law
gives rise to such liens, the lien of the related Mortgage except
those which are insured against by any title insurance policy
referred to in paragraph (xiii) below;
(xii) each Mortgage Loan at
the time it was made complied with, and each Mortgage Loan at all
times was serviced in compliance with, in each case, in all
material respects, applicable local, state and federal laws and
regulations, including, without limitation, the federal
Truth-in-Lending Act and other consumer protection laws, the Home
Ownership and Equity Protection Act of 1994, real estate settlement
procedure, usury, equal credit opportunity, disclosure and
recording laws and all applicable predatory and abusive lending
laws;
(xiii) with respect to each
Mortgage Loan, a lender’s title insurance policy, issued in
standard California Land Title Association form or American Land
Title Association form, or other form acceptable in a particular
jurisdiction by a title insurance company authorized to transact
business in the state in which the related Mortgaged Property is
situated, in an amount at least equal to the original principal
balance of such Mortgage Loan insuring the mortgagee’s
interest under the related Mortgage Loan as the holder of a valid
first mortgage lien of record on the real property described in the
related Mortgage, as the case may be, subject only to exceptions of
the character referred to in paragraph (vii) above, was
effective on the date of the origination of such Mortgage Loan,
and, as of the Closing Date such policy will be valid and inure to
the benefit of the Trustee on behalf of the
Certificateholders;
(xiv) the improvements upon
each Mortgaged Property are covered by a valid and existing hazard
insurance policy (which may be a blanket policy of the type
described in this Agreement) with a generally acceptable carrier
that provides for fire and extended coverage representing coverage
not less than the least of (i) the outstanding principal
balance of the related Mortgage Loan, (ii) the minimum amount
required to compensate for damage or loss on a replacement cost
basis or (iii) the full insurable value of the Mortgaged
Property;
(xv) if any Mortgaged
Property is in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy (which may be a blanket policy of
the type described in this Agreement) in a form meeting the
requirements of the current guidelines of the Federal Insurance
Administration is in effect with respect to such Mortgaged Property
with a generally acceptable carrier in an amount representing
coverage not less than the least of (i) the outstanding
Principal Balance of the related Mortgage Loan (together, in the
case of a second mortgage loan, with the outstanding principal
balance of the first mortgage loan), (ii) the minimum amount
required to compensate for damage or loss on a replacement cost
basis or (iii) the maximum amount of insurance that is
available under the Flood Disaster Protection Act of
1973;
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(xvi) each Mortgage and
Mortgage Note is the legal, valid and binding obligation of the
maker thereof and is enforceable in accordance with its terms,
except only as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and
by general principles of equity (whether considered in a proceeding
or action in equity or at law), and all parties to each Mortgage
Loan had full legal capacity to execute all documents relating to
such Mortgage Loan and convey the estate therein purported to be
conveyed;
(xvii) the Sponsor has
directed and the Depositor has caused to be performed any and all
acts required to be performed to preserve the rights and remedies
of the Trustee in any Insurance Policies applicable to any Mortgage
Loan delivered by the Sponsor or the Depositor including, to the
extent such Mortgage Loan is not covered by a blanket policy
described in this Agreement, any necessary notifications of
insurers, assignments of policies or interests therein, and
establishments of coinsured, joint loss payee and mortgagee rights
in favor of the Trustee;
(xviii) the Sponsor has
caused or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect
the security interest in the original Mortgage Note and all
subsequent assignments of the original Mortgage, granted to the
Trustee hereunder, subject to the provisions of this Agreement and
the Pooling and Servicing Agreement;
(xix) the terms of each
Mortgage Note and each Mortgage have not been impaired, altered,
waived or modified in any respect, except by a written instrument
which has been recorded, if necessary, to protect the interest of
the Certificateholders and which has been delivered to the
Trustee;
(xx) the proceeds of each
Mortgage Loan have been fully disbursed, there is no obligation on
the part of the mortgagee to make future advances thereunder and
all costs, fees and expenses incurred in making or closing or
recording such Mortgage Loans were paid;
(xxi) except as otherwise
required by law or pursuant to the statute under which the related
Mortgage Loan was made, the related Mortgage Note is not and has
not been secured by any collateral, pledged account or other
security except the lien of the corresponding Mortgage;
(xxii) no Mortgage Loan was
originated under a buydown plan;
(xxiii) no Mortgage Loan
provides for negative amortization, has a shared appreciation
feature, or other contingent interest feature;
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(xxiv) each Mortgaged
Property is located in the state identified in the Mortgage Loan
Schedule and consists of one or more parcel
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