▇▇▇▇▇▇▇▇▇ MORTGAGE FUNDING, INC.
as Purchaser
and
▇▇▇▇▇▇▇▇▇ MORTGAGE HOME LOANS, INC.,
as Seller
TMFI MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of July 1, 2007
(Adjustable Rate and Hybrid Mortgage Loans)
▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2007-3
Mortgage-Backed Notes, Series 2007-3
Table of Contents
Page
ARTICLE I. DEFINITIONS AND SCHEDULES..............................................................................2
Section 1.01. Definitions............................................................................2
ARTICLE II. SALE OF MORTGAGE LOANS AND THE CONTRACTUAL RIGHTS; PAYMENT OF PURCHASE PRICE..........................2
Section 2.01. Sale of Mortgage Loans; Assignment of the Contractual Rights...........................2
Section 2.02. Obligations of the Seller Upon Sale....................................................2
Section 2.03. Payment of Purchase Price for the Mortgage Loans.......................................3
ARTICLE III. REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH..................................................3
Section 3.01 Seller Representations and Warranties Relating to the Mortgage Loans...................3
Section 3.02. Seller's Representations and Warranties................................................4
Section 3.03 Remedies for Breach of Representations and Warranties..................................5
ARTICLE IV. SELLER'S COVENANTS 6
Section 4.01. Covenants of the Seller................................................................6
ARTICLE V. INDEMNIFICATION 6
Section 5.01. Indemnification........................................................................6
ARTICLE VI. TERMINATION 7
Section 6.01. Termination............................................................................7
ARTICLE VII. MISCELLANEOUS PROVISIONS.............................................................................7
Section 7.01. Amendment..............................................................................7
Section 7.02. Governing Law..........................................................................7
Section 7.03. Notices................................................................................7
Section 7.04. Severability of Provisions.............................................................8
Section 7.05. Counterparts...........................................................................8
Section 7.06. Further Agreements.....................................................................8
Section 7.07. Intention of the Parties...............................................................9
Section 7.08. Successors and Assigns: Assignment of Purchase Agreement...............................9
Schedule I: Mortgage Loan Schedule........................................................................I-1
Schedule II: List of Servicers and Servicing Agreements...................................................II-1
Schedule III: Seller's Representations and Warranties Relating to Mortgage Loans..........................III-1
THIS TMFI MORTGAGE LOAN PURCHASE AGREEMENT, dated as of July 1, 2007 (the "Agreement"), is made and entered into
between ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc., a Delaware corporation (the "Seller") and ▇▇▇▇▇▇▇▇▇ Mortgage Funding, Inc., a Delaware
corporation (the "Purchaser").
W I T N E S S E T H
WHEREAS, the Seller is the owner of the notes or other evidence of indebtedness (the "Mortgage Notes") so indicated
on Schedule I hereto referred to below, and the other documents or instruments constituting the Mortgage File (collectively, the
"Mortgage Loans"); and
WHEREAS, the Seller, as of the date hereof, owns the mortgages or deeds of trust (the "Mortgages") on the properties
(the "Mortgaged Properties") securing such Mortgage Loans, including rights to (a) any property acquired by foreclosure or deed in
lieu of foreclosure or otherwise, (b) the proceeds of any insurance policies covering the Mortgage Loans or the Mortgaged Properties
or the obligors on the Mortgage Loans and (c) the Seller's security interest in any Additional Collateral; and
WHEREAS, the Seller is a party to the servicing agreements identified on Schedule II (each a "Servicing Agreement,"
and together the "Servicing Agreements"), and certain of the Mortgage Loans are currently being serviced thereunder by the servicers
identified therein; and
WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans, the Mortgages and the related assets
referred to above, and assign the Seller's rights under the Servicing Agreements to the Purchaser, other than any servicing rights
retained pursuant to the provisions of the Servicing Agreements, but only to the extent such rights relate to the servicing of the
Mortgage Loans (the "Contractual Rights") pursuant to the terms of this Agreement with the understanding that the Purchaser on the
Closing Date will in turn assign such Mortgage Loans, the Mortgages and the related assets and the Contractual Rights to Structured
Asset Mortgage Investments II Inc., a Delaware corporation ("▇▇▇▇ ▇▇") pursuant to the terms of the ▇▇▇▇ ▇▇ mortgage loan purchase
agreement dated as of July 1, 2007 between the Purchaser and ▇▇▇▇ ▇▇ (the "▇▇▇▇ ▇▇ MLPA"); and
WHEREAS, pursuant to the terms of that certain Sale and Servicing Agreement dated as of July 1, 2007 (the "Sale and
Servicing Agreement") among ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2007-3 (the "Trust"), as issuer (the "Issuer"), ▇▇▇▇ ▇▇, as depositor
(the "Depositor"), the Seller, as initial seller, the Purchaser, as seller, ▇▇▇▇▇ Fargo Bank, N.A., as master servicer and securities
administrator and LaSalle Bank National Association, as indenture trustee (the "Indenture Trustee"), ▇▇▇▇ ▇▇ will convey the Mortgage
Loans, the Mortgages and the related assets, the Contractual Rights and rights provided to the Purchaser hereunder on the Closing
Date to the Issuer; and
WHEREAS on the Closing Date, the Issuer will pledge the Mortgage Loans, the Mortgages and related assets, the
Contractual Rights and certain rights provided to the Purchaser hereunder to the Indenture Trustee under an Indenture dated as of
July 1, 2007 (the "Indenture") between the Issuer and the Indenture Trustee, pursuant to which the Issuer shall issue its
Mortgage-Backed Notes, Series 2007-3 (the "Notes"), the payment of which is to be secured by such pledged assets.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS AND SCHEDULES
Section 1.01. Definitions. Any capitalized term used but not defined herein shall have the meaning assigned thereto in
the Sale and Servicing Agreement and the Indenture.
ARTICLE II.
SALE OF MORTGAGE LOANS AND THE CONTRACTUAL RIGHTS;
PAYMENT OF PURCHASE PRICE
Section 2.01. Sale of Mortgage Loans; Assignment of the Contractual Rights. The Seller, concurrently with the execution
and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of
its right, title and interest in, to and under (i) each Mortgage Loan, including the related Cut-Off Date Principal Balance, and all
collections in respect of interest and principal due after the Cut-Off Date (and all principal received before the Cut-Off Date to
the extent such principal relates to a Monthly Payment due after the Cut-Off Date); (ii) property which secured such Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of
the Mortgage Loans; (iv) any Additional Collateral with respect to the Mortgage Loans; and (v) all proceeds of any of the foregoing.
Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Purchaser the
Contractual Rights. The Purchaser hereby accepts such assignment, and shall be entitled to exercise such Contractual Rights under
each Servicing Agreement as if the Purchaser had been a party to each such agreement.
Section 2.02. Obligations of the Seller Upon Sale and Assignment. In connection with the transfer and assignment pursuant
to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (a) to indicate in its books
and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser a
computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the
Cut-Off Date, (i) its account number and (ii) the Cut-Off Date Principal Balance and such file, which forms a part of Schedule A to
the Sale and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a
part of this Agreement.
In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser, the Depositor and the
Issuer deliver to, and deposit with the Indenture Trustee (or its custodian), on or before the Closing Date, the documents described
in Section 2.01 of the Sale and Servicing Agreement including, but not limited to, the Mortgage File and the Servicing Agreements.
In the case of the Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date and prior to execution of this
Agreement, the Seller, in lieu of delivering the related Mortgage Files, shall deliver to the Indenture Trustee on behalf of the
Purchaser, the Depositor and the Issuer an Officer's Certificate which shall include a statement to the effect that all amounts
received in connection with such prepayments that are required to be deposited in the Collection Account pursuant to Section 2.01 of
the Sale and Servicing Agreement have been so deposited.
The Seller hereby confirms to the Purchaser that it has made the appropriate entries in its general accounting
records, to indicate that the Mortgage Loans have been transferred as directed by the Purchaser.
The Purchaser hereby acknowledges its acceptance of all rights, title and interests in, to and under the Mortgage
Loans and other property, and the Contractual Rights, now existing or hereafter created, conveyed to it pursuant to Section 2.01
hereof.
The parties hereto intend that the transaction set forth herein be a non-recourse sale by the Seller to the
Purchaser of all of the Seller's rights, title and interests in, to and under the Mortgage Loans and other property described in
Section 2.01. Nonetheless, 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 rights, title and interests in, to and under the Mortgage Loans and other
property described in Section 2.01, whether now existing or hereafter created, to secure all of the Seller's obligations hereunder;
and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a
security interest in the Mortgage Loans and the Contractual Rights, 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 Indenture.
Section 2.03. Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans, the
related assets and the Contractual Rights from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the
Seller on the Closing Date by transfer of immediately available funds, an amount equal to $1,496,172,509.18 (which amount includes
accrued interest) (the "Purchase Price") minus any expenses billed to the Purchaser in connection with the issuance and offering of
the Notes pursuant to the ▇▇▇▇ ▇▇ Mortgage Loan Purchase Agreement.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.01. Seller Representations and Warranties Relating to the Mortgage Loans. The Seller hereby makes the
representations and warranties set forth in Schedule III hereto applicable to the Mortgage Loans and by this reference incorporated
herein, to the Purchaser, as of the Closing Date or, if applicable, such other date as may be specified therein, with the
understanding that the Purchaser pursuant to the terms of the ▇▇▇▇ ▇▇ Mortgage Loan Purchase Agreement will assign to the Depositor,
which will assign to the Issuer, which will assign to the Indenture Trustee any and all rights and remedies the respective party may
have against the Seller arising from a breach of any such representation and warranty.
Section 3.02. Seller's Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as
of the Closing Date or as of such other date specifically provided herein:
(i) the Seller is duly organized, validly existing and in good standing as a corporation 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 fulfill its obligations hereunder;
(ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, 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 or other similar laws in relation to the rights of creditors generally;
(iii) 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 certificate of incorporation or by-laws or constitute a material default under
or result in a material 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;
(iv) 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;
(v) 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;
(vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all
liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans;
(vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any
creditors of the Seller;
(viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court,
administrative 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 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 validity or enforceability of, this Agreement;
(ix) 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; and
(x) 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.
Section 3.03. Remedies for Breach of Representations and Warranties. It is understood and agreed that (i) the
representations and warranties set forth in Sections 3.01 and 3.02 and the provisions of Article V, shall survive the purchase of the
Mortgage Loans and the Contractual Rights hereunder (and in the case of Section 3.01, shall survive delivery of the respective
Mortgage Files to the Indenture Trustee pursuant to the ▇▇▇▇ ▇▇ Mortgage Loan Purchase Agreement and the Sale and Servicing
Agreement) and shall inure to the benefit of the Purchaser and its assigns notwithstanding any restrictive or qualified endorsement
on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File and (ii) the remedies for the
breach of such representations and warranties and for the failure to deliver the documents referred to in Section 2.02 hereof shall
be as set forth in Section 2.04 of the Sale and Servicing Agreement.
With respect to the representations and warranties numbered (iii), (xiv), (xvii), (xviii), (xxix), (xxxii) and
(xxxiii) set forth on Schedule III hereto that are made to the best of the Seller's knowledge or as to which the Seller has no
knowledge, if it is discovered by the Depositor, the Master Servicer or the Indenture Trustee that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan
or the interest therein of the Noteholders then, notwithstanding the Seller's lack of knowledge with respect to the substance of such
representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a
breach of the applicable representation or warranty.
ARTICLE IV.
SELLER'S COVENANTS
Section 4.01. Covenants of the Seller. The Seller hereby covenants that, except for the transfer hereunder, it will not
sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Mortgage
Loan, or any interest therein; it will notify the Purchaser, of the existence of any Lien on any Mortgage Loan immediately upon
discovery thereof; and it will defend the right, title and interest of the Purchaser and its assigns, in, to and under the Mortgage
Loans, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this Section 4.01
shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Mortgage Loans any Liens for municipal or
other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if
the Seller shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on
its books adequate reserves with respect thereto.
ARTICLE V.
INDEMNIFICATION
Section 5.01. Indemnification. The Seller agrees to indemnify and to hold each of the Purchaser, the Depositor, the
Issuer, the Indenture Trustee, each of the officers and directors of each such entity and each person or entity who controls each
such entity or person harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, fees and expenses that the Purchaser, the Depositor, the Issuer, the Indenture Trustee, or any such
person or entity may sustain in any way related to the failure of the Seller to perform its duties in compliance with the terms of
this Agreement. The Seller shall immediately notify the Purchaser, the Depositor, the Issuer and the Indenture Trustee if a claim is
made under this provision. The Seller shall assume the defense of any such claim and pay all expenses in connection therewith,
including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the
Purchaser, the Depositor, the Issuer, the Indenture Trustee or any such person or entity in respect of such claim.
ARTICLE VI.
TERMINATION
Section 6.01. Termination. The respective obligations and responsibilities of the Seller and the Purchaser created
hereby shall terminate, except for the respective indemnity obligations as provided herein, upon the termination of the Sale and
Servicing Agreement as provided in Article X thereof.
ARTICLE VII.
MISCELLANEOUS PROVISIONS
Section 7.01. Amendment. This Agreement may be amended from time to time by the Seller and the Purchaser by written
agreement signed by the parties hereto.
Section 7.02. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law), and the
obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Section 7.03. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have
been duly given if personally delivered at or mailed by registered mail, postage prepaid, addressed as follows:
if to the Seller:
▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
or such other address as may hereafter be furnished to the Purchaser, the Depositor, the Issuer and the Indenture Trustee in writing
by the Seller.
if to the Purchaser:
▇▇▇▇▇▇▇▇▇ Mortgage Funding, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
or such other address as may hereafter be furnished to the Seller, the Depositor, the Issuer and the Indenture Trustee in writing by
the Purchaser.
if to the Issuer:
▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2007-3
c/o Wilmington Trust Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administrator (▇▇▇▇▇▇▇▇▇ 2007-3)
or such other address as may hereafter be furnished to the Purchaser, the Depositor, the Indenture Trustee and the Seller in writing
by the Issuer.
If to the Indenture Trustee:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Global Securities and Trust Services (▇▇▇▇▇▇▇▇▇ 2007-3)
or such other address as may hereafter be furnished to the Seller, the Depositor, the Issuer and the Purchaser in writing by the
Indenture Trustee.
If to the Depositor:
Structured Asset Mortgage Investments II Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇ 2007-3)
or such other address as may hereafter be furnished to the Seller, the Purchaser, the Issuer and the Indenture Trustee in writing by
the Depositor.
Section 7.04. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity of
enforceability of the other provisions of this Agreement.
Section 7.05. Counterparts. This Agreement may be executed in one or more counterparts and by the different parties
hereto on separate counterparts, which may be transmitted by telecopier each of which, when so executed, shall be deemed to be an
original and such counterparts, together, shall constitute one and the same agreement.
Section 7.06. Further Agreements. Each party hereto agrees to execute and deliver to the other such additional
documents, instruments or agreements as may be necessary or reasonable and appropriate to effectuate the purposes of this Agreement
or in connection with the issuance of the Notes under the Indenture.
Without limiting the generality of the foregoing, as a further inducement for the Purchaser to purchase the Mortgage Loans
from the Seller, the Seller will cooperate with the Purchaser, the Depositor and the Issuer in connection with the sale of the
Notes. In that connection, the Seller will provide to the Purchaser any and all information and appropriate verification of
information, whether through letters of its auditors and counsel or otherwise, as the Purchaser shall reasonably request and will
provide to the Purchaser or its designee such additional representations and warranties, covenants, opinions of counsel, letters from
auditors, and certificates of public officials or officers of the Seller as are reasonably required in connection with the offering
of the Notes.
Section 7.07. Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the
Seller is selling, the Mortgage Loans rather than pledging such Mortgage Loans to secure a loan by the Purchaser to the Seller.
Accordingly, the parties hereto each intend to treat the transaction as a sale by the Seller, and a purchase by the Purchaser, of the
Mortgage Loans. The Purchaser will have the right to review the Mortgage Loans and the related Mortgage Files to determine the
characteristics of the Mortgage Loans which will affect the Federal income tax consequences of owning the Mortgage Loans and the
Seller will cooperate with all reasonable requests made by the Purchaser in the course of such review.
Section 7.08. Successors and Assigns: Assignment of Purchase Agreement. This Agreement shall bind and inure to the
benefit of and be enforceable by the Seller and the Purchaser and their respective assigns. The obligations of the Seller under this
Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the
Purchaser's sole discretion; provided, however, that the Purchaser acknowledges and agrees that the Seller may assign its obligations
hereunder to any Person into which the Seller is merged or any corporation resulting from any merger, conversion or consolidation to
which the Seller is a party or any Person succeeding to the business of the Seller. The parties hereto acknowledge that the
Purchaser is acquiring the Mortgage Loans and the Contractual Rights for the purpose of selling and assigning them to the Depositor
pursuant to the ▇▇▇▇ ▇▇ Mortgage Loan Purchase Agreement which in turn will sell and assign such Mortgage Loans, Contractual Rights
and contractual rights under the ▇▇▇▇ ▇▇ Mortgage Loan Purchase Agreement to the Issuer which will pledge them to the Indenture
Trustee. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by
the Purchaser to the Depositor, and by the Depositor to the Issuer, and the pledge by the Issuer to the Indenture Trustee, of all of
the Contractual Rights and contractual rights under the ▇▇▇▇ ▇▇ Mortgage Loan Purchase Agreement which may be enforced or exercised
with the same force and effect as if they had been enforced or exercised by the Purchaser directly.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed to this Mortgage Loan Purchase
Agreement by their respective officers thereunto duly authorized as of the day and year first above written.
▇▇▇▇▇▇▇▇▇ MORTGAGE FUNDING, INC., as Purchaser
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇▇▇ MORTGAGE HOME LOANS, INC.,
as Seller
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
STATE OF NEW MEXICO )
)ss.:
COUNTY OF SANTA FE )
On the _31_ day of __July_ 2007 before me, a Notary Public in and for said State, personally appeared ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, known
to me to a Senior Vice President of ▇▇▇▇▇▇▇▇▇ MORTGAGE FUNDING, INC., the corporation that executed the within instrument, and also
known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
__/S/ ▇▇▇▇ ▇. Yates___
Notary Public
My Commission Expires on __Nov. 20, 2010___
Official Seal
▇▇▇▇ ▇. ▇▇▇▇▇
Notary Public
State of New Mexico
My Commission Expires: Nov. 20, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ )
)ss.:
COUNTY OF SANTE FE )
On the _31_ day of __July__ 2007 before me, a notary public in and for said State, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
known to me to be a Senior Vice President of ▇▇▇▇▇▇▇▇▇ MORTGAGE HOME LOANS, INC., a Delaware corporation that executed the within
instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
__/S/ ▇▇▇▇ ▇. Yates___
Notary Public
My Commission Expires on __Nov. 20, 2010___
Official Seal
▇▇▇▇ ▇. ▇▇▇▇▇
Notary Public
State of New Mexico
My Commission Expires: Nov. 20, 2010
SCHEDULE I
MORTGAGE LOAN SCHEDULE
[See Schedule I of Sale and Servicing Agreement]
SCHEDULE II
LIST OF SERVICING AGREEMENTS (TMST 2007-3)
1. a) Servicing Agreement, dated as of March 1, 2002, among ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc. ("▇▇▇▇▇▇▇▇▇"), as seller and
servicer and ▇▇▇▇▇ Fargo Bank N.A. ("▇▇▇▇▇ Fargo"), as master servicer, as amended by the Amendment to Servicing Agreement,
dated as of December 1, 2002, and as amended by the Second Amendment to Servicing Agreement, dated as of January 1, 2006,
and (b) the Subservicing Acknowledgement Agreement, dated as of March 1, 2002, between ▇▇▇▇▇▇▇▇▇, as servicer, and Cenlar
FSB, as sub-servicer ("Cenlar"), as amended by the Amendment to Subservicing Acknowledgement Agreement, dated as of December
1, 2002, and by the Second Amendment to Subservicing Acknowledgement Agreement, dated as of January 1, 2006, including the
related Transfer Notice, dated July 27, 2007, from ▇▇▇▇▇▇▇▇▇, as seller, to ▇▇▇▇▇▇▇▇▇, as initial seller, and ▇▇▇▇▇▇▇▇▇
Mortgage Funding, Inc., as Seller ("TMFI"), and Cenlar, as sub-servicer.
2. Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 25, 2002, between ▇▇▇▇▇▇▇▇▇ Mortgage Home
Loans, Inc. ("▇▇▇▇▇▇▇▇▇") and First Republic Bank ("First Republic"), including the related Transfer Notice, dated July 27,
2007, from ▇▇▇▇▇▇▇▇▇ to First Republic.
3. Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 27, 2002, between ▇▇▇▇▇▇▇▇▇ Mortgage Home
Loans, Inc. ("▇▇▇▇▇▇▇▇▇") and Colonial Savings, F.A. ("Colonial"), including the related Transfer Notice, dated July 27,
2007, from ▇▇▇▇▇▇▇▇▇ to Colonial.
4. Correspondent Loan Purchase Agreement, dated as of January 31, 2006, between ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc.
("▇▇▇▇▇▇▇▇▇") and Mellon Trust of New England, N.A. ("Mellon"), including the related Transfer Notice, dated July 27, 2007,
from ▇▇▇▇▇▇▇▇▇ to ▇▇▇▇▇▇.
5. Correspondent Loan Purchase Agreement, dated as of April 6, 2006, between ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc. ("▇▇▇▇▇▇▇▇▇")
and First Horizon Home Loan Corp. ("First Horizon"), including the related Transfer Notice, dated July 27, 2007, from
▇▇▇▇▇▇▇▇▇ to First Horizon.
6. Reconstituted Servicing Agreement, dated as of July 1, 2007, by and among ▇▇▇▇▇▇▇▇▇, TMFI, Countrywide Home Loans Servicing
LP ("Countrywide"), as servicer, LaSalle Bank National Association, as trustee, and acknowledged by ▇▇▇▇▇ Fargo Bank, N.A.,
as master servicer, relating to the Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 2005 as amended
by the Amendment Number Two dated as of June 19, 2006 by and between ▇▇▇▇▇▇▇▇▇ and Countrywide and by the Amendment Reg AB
dated as of July 1, 2006 by and between ▇▇▇▇▇▇▇▇▇ and Countrywide.
7. Reconstituted Servicing Agreement, dated as of July 1, 2007, by and among ▇▇▇▇▇▇▇▇▇, TMFI, Countrywide, as servicer, LaSalle
Bank National Association, as trustee, and acknowledged by ▇▇▇▇▇ Fargo Bank, N.A., as master servicer, relating to the
Mortgage Loan Purchase and Servicing Agreement between ▇▇▇▇▇▇▇▇▇ and Countrywide as seller, dated as of April 25, 2002, as
amended by the Amendment Reg AB dated as of July 1, 2006, by and between ▇▇▇▇▇▇▇▇▇ and Countrywide.
8. Reconstituted Servicing Agreement dated as of July 1, 2007, by and among ▇▇▇▇▇▇▇▇▇, TMFI, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Credit Corporation
("▇▇▇▇▇▇ ▇▇▇▇▇▇▇"), as servicer, ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2007-3, and acknowledged by ▇▇▇▇▇ Fargo Bank, N.A., as
master servicer, relating to the Master Servicing Agreement between ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as servicer, dated as of
May 1, 2001, as amended by that certain Amendment to Master Servicing Agreement dated as of January 1, 2003, by and between
▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and by the Amendment Reg AB dated as of November 1, 2006 between ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
9. Reconstituted Servicing Agreement dated as of July 1, 2007, by and among ▇▇▇▇▇▇▇▇▇, TMFI, ▇▇▇▇▇ Fargo Bank, N.A., as
servicer, and ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2007-3 (the "Trust") and acknowledged by ▇▇▇▇▇ Fargo Bank, N.A., as master
servicer, relating to the Master Seller's Warranties and Servicing Agreement between ▇▇▇▇▇▇ Brothers Bank, FSB ("▇▇▇▇▇▇")
and ▇▇▇▇▇ Fargo dated as of May 1, 2006, as amended by Amendment No. 1 to the Master Seller's Warranties and Servicing
Agreement dated as of August 1, 2006, as modified by that certain Assignment, Assumption and Recognition Agreement dated as
of August 25, 2006.
SCHEDULE III
SELLER'S REPRESENTATIONS AND
WARRANTIES RELATING TO
MORTGAGE LOANS
The Seller hereby represents and warrants to, and covenants with, the Purchaser that, as to each Mortgage Loan, as of the
Closing Date:
(i) The information set forth in the final Mortgage Loan Schedule is complete, true and correct in all material respects
and (b) the Mortgage Note or an affidavit of lost note with respect to each Mortgage Loan has been delivered to the
Purchaser or its designee.
(ii) As of the Cut-off Date, none of the Mortgage Loans (by Scheduled Principal Balance) were 30 or more days delinquent
in payment.
(iii) To the best of 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 or escrow funds have been established in an amount
sufficient to pay for every such escrowed item which remains unpaid.
(iv) The terms of the Mortgage Note and the Mortgage (including with respect to provisions relating to any Additional
Collateral (if applicable)) have not been impaired, waived, altered or modified in any respect, except by written
instruments which have been recorded, if necessary to protect the interests of the Trust, and which are included in
the Mortgage File, the substance of which waiver, alteration or modification has been approved by the primary
mortgage guaranty insurer, if any, and by the title insurer, in each instance to the extent required by the related
policy and is reflected on the Mortgage Loan Schedule. Except for any modification agreement or similar document
contained in the Mortgage File permitting a borrower to modify his Mortgage Loan, no instrument of waiver,
alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, except in
connection with an assumption agreement approved by the primary mortgage insurer, if any, and title insurer, in each
instance to the extent required by the policy, and which assumption agreement is part of the Mortgage File.
(v) The Mortgage Note and the Mortgage (including with respect to provisions relating to any Additional Collateral (if
applicable)) are not subject to any 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 Mortgage, or the exercise of any right
thereunder, render 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 to the Seller's knowledge no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.
(vi) All buildings upon the Mortgaged Property are insured by a generally acceptable insurer 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 Master Servicer or the
applicable Servicer, their successors and assigns as mortgagee and to Seller's knowledge all premiums thereon have
been paid. If upon origination of the Mortgage Loan, the Mortgaged Property was in an area identified in the
Federal Register 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. 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 the Mortgagor's cost and expense and to seek reimbursement therefor
from the Mortgagor.
(vii) The Mortgage Loan is not a loan (A) subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 12 CFR Part 226.34 of
Regulation Z, the regulation implementing TILA, which implements the Home Ownership and Equity Protection Act of
1994, as amended, or any comparable state law (B) a "High Cost Loan" or "Covered Loan" as applicable, as such terms
are defined in the current Standard & Poor's LEVELS® GLOSSARY classified and/or defined as a "high cost" loan or
"predatory," "high cost," "threshold" or "covered" lending under any other state, federal or local law. The
Mortgage Loan at the time it was made otherwise complied in all material respects with any and all requirements of
any federal, state or local law including, but not limited to, all predatory lending laws, usury, truth in lending,
real estate settlement procedures (including the Real Estate Settlement Procedures Act of 1974, as amended),
consumer credit protection, equal credit opportunity or disclosure laws applicable to such Mortgage Loan.
(viii) The Mortgage has not been satisfied, canceled or subordinated, or rescinded, in whole or in part, and the Mortgaged
Property has not been released from the lien of the Mortgage except for a release that does not materially impair
the security of the Mortgage Loan or is reflected in the Loan-to-Value Ratio, in whole or in part, nor has any
instrument been executed that would effect any such release, cancellation, subordination or rescission unless payoff
funds have been deposited in the custodial account.
(ix) The Mortgage (including any Negative Amortization which may arise thereunder, in the case of any Group 1 Mortgage
Loan) is a valid, existing and enforceable first lien 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 either (a) specifically
referred to in a lender's title insurance policy delivered to the related Originator of the Mortgage Loan or (b)
which do not adversely affect the Appraised Value of the Mortgaged Property, and (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,
further provided, with respect to Cooperative Loans, the lien of the related cooperative corporation for unpaid
assessments representing the obligor's pro rata share of the cooperative corporation's payments for its blanket
mortgage, current and future real property taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject. Any security agreement, chattel mortgage or equivalent document related
to and delivered in connection with the Mortgage establishes and creates a valid, existing and enforceable first
lien and first priority security interest on the property described therein and the Seller has full right to sell
and assign the same to the Purchaser.
(x) The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the
maker thereof, enforceable in accordance with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, or reorganization or other laws relating to the rights of creditors and general principles
of equity.
(xi) All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute
and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly
executed by such parties.
(xii) The proceeds of the Mortgage Loan have been fully disbursed, there is no requirement for future advances thereunder
and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any
escrow funds therefor have been complied with (except for escrow funds for exterior items which could not be
completed due to weather and escrow funds for the completion of swimming pools); and all costs, fees and expenses
incurred in making, closing or recording the Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date. Any future advances made to the Mortgagor prior to the Cut-off Date
have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal
amount, as consolidated, bears a single interest rate and single repayment term. The consolidated principal amount
does not exceed the original principal amount of the Mortgage Loan plus any Negative Amortization, in the case of
any Group 1 Mortgage Loan.
(xiii) The Seller has acquired its ownership of each Mortgage Loan in good faith without notice of any adverse claim, and
as of the Closing Date, the Mortgage Note and the Mortgage are not assigned or pledged, and immediately prior to the
sale of the Mortgage Loan to the Purchaser, the Seller was the sole owner thereof and with full right to transfer
and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim
or security interest and with full right and authority subject to no interest or participation of, or agreement
with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement.
(xiv) To the Seller's best knowledge, the Seller or, if the Mortgage Loan was not originated by the Seller, the related
originator is or was (or, during the period in which they held and disposed of such interest, were) (A) in
compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged
Property is located, and (B) either (i) organized under the laws of such state, or (ii) qualified to do business in
such state, or (iii) a federal savings and loan association or national bank or subsidiary having preemptive
authority under federal law or under applicable state law to engage in business in such state without qualification,
or (iv) not doing business in such state.
(xv) The Mortgage Loan is covered by an ALTA lender's title insurance policy or other form acceptable to ▇▇▇▇▇▇ ▇▇▇ or
▇▇▇▇▇▇▇ Mac, issued by a title insurer acceptable to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (ix)(A)
through (C) above) the related originator or the Seller, their respective successors and assigns as to the first
priority lien of the Mortgage in the original principal balance of the Mortgage Loan, including, in the case of any
Group 1 Mortgage Loan, the maximum amount of Negative Amortization in accordance with the terms of the Mortgage
Note. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance
policy is in full force and effect and will be in full force and effect upon the consummation of the transactions
contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior
holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the
coverage of such lender's title insurance policy.
(xvi) 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.
(xvii) To the best of the Seller's knowledge, there are no mechanics' or similar liens or claims which have been filed for
work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the
related Mortgaged Property which are or may be liens prior to, or equal or on parity with, the lien of the related
Mortgage.
(xviii) To the best of the Seller's knowledge, all improvements which were considered in determining the Appraised Value of
the related Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged
Property, and no improvements on adjoining properties encroach upon the Mortgaged Property.
(xix) The Mortgage Loan was originated by the Seller or was purchased by the Seller from a third party and the related
originator of each Mortgage Loan, was, at the time of origination, (A) (1) a ▇▇▇▇▇▇ ▇▇▇-approved or ▇▇▇▇▇▇▇
Mac-approved Seller/Servicer and (2) a U.S. Department of Housing and Urban Development approved mortgage banker, or
a savings and loan association, a savings bank, a commercial bank or similar banking institution which is supervised
and examined by a federal or state authority or (B) closed in the name of a loan broker under the circumstances
described in the following sentence. If such Mortgage Loan was originated through a loan broker, the related
originator qualifies under clause (A) above, such Mortgage Loan met such originator's underwriting criteria at the
time of origination and was originated in accordance with such originator's polices and procedures and such
originator acquired such Mortgage Loan from the loan broker contemporaneously with the origination thereof. Each
Mortgage Note has a Mortgage Rate that adjusts periodically (not always in correlation to the Index calculation
term), based on the 1-month LIBOR Index, 6-month LIBOR Index, 1-year LIBOR Index, 1-year MTA Index, 1-year CMT Index
or 3-year CMT Index, as each is defined in the Sale and Servicing Agreement, except that some Mortgage Loans first
adjust after an initial period of one or six months or one, three, five, seven, eight or ten years following
origination.
(xx) The origination practices used by the Seller or the related originator of the Mortgage Loan and the collection
practices used by the Master Servicer or the applicable Servicer with respect to each Mortgage Note and Mortgage
have been in all respects legal, proper, prudent and customary in the mortgage origination and servicing business.
With respect to escrow deposits and escrow payments, if any, all such payments are in the possession of, or under
the control of, the applicable Servicer and there exist no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made.
(xxi) The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other
casualty, so as to have a material adverse effect on the value of the related Mortgaged Property as security for the
related Mortgage Loan or the use for which the premises were intended and there is no proceeding pending for the
total or partial condemnation thereof.
(xxii) The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided
thereby, including, (A) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (B)
otherwise by judicial foreclosure. There is no other exemption available to the Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage.
(xxiii) The Mortgage Loan was underwritten generally in accordance with either (A) the Seller's underwriting standards
described in the Preliminary Prospectus Supplement and the Final Prospectus Supplement, (B) in the case of a
Mortgage Loan originated by First Republic Bank, the underwriting standards of First Republic Bank, (C) in the case
of a Mortgage Loan originated by Countrywide Homes Loans Inc., the underwriting standards of Countrywide Homes Loans
Inc. as described in the Preliminary Prospectus Supplement and the Final Prospectus Supplement, or (D) in the case
of any other Mortgage Loans acquired from a bulk seller, the underwriting standards of the related bulk seller or a
third party originator's underwriting guidelines.
(xxiv) The Mortgage File in possession of the related Servicer contains an appraisal of the related Mortgaged Property by a
qualified appraiser, duly appointed by the related originator of the Mortgage Loan, who had no interest, direct or
indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not
affected by the approval or disapproval of the Mortgage Loan or, in accordance with certain specified programs of
the related originator of the Mortgage Loan an approved AVM in lieu of the appraisal.
(xxv) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as
such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are
or will become payable by the Seller or any of its successors to the trustee under the deed of trust, except, in
connection with a trustee's sale after default by the Mortgagor.
(xxvi) No Mortgage Loan (A) contains provisions pursuant to which Monthly Payments are paid or partially paid with funds
deposited in any separate account established by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor or
paid by any source other than the Mortgagor or (B) contains any provision permitting a temporary "buydown" of the
related Mortgage Rate. No Mortgage Loan was a graduated payment mortgage loan as of the date of its origination.
No Mortgage Loan has a shared appreciation or other contingent interest feature.
(xxvii) No Mortgage Loan had a Loan-to-Value Ratio in excess of 100%. Except for one Mortgage Loan in Group 2 with a
principal balance of approximately $421,063.12, the portion of the unpaid principal balance of each Mortgage Loan
which is in excess of 80% of the original Loan-to-Value Ratio either (a) has Additional Collateral or (b) is and
will be insured as to payment defaults under a Primary Mortgage Insurance Policy issued by primary mortgage insurer
licensed to do business in the state in which the Mortgaged Property is located and acceptable to ▇▇▇▇▇▇ ▇▇▇ or
▇▇▇▇▇▇▇ Mac as of the Closing Date, so as to reduce the Mortgagee's exposure in accordance with the standards of
▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac and applicable law. All provisions of such Primary Mortgage Insurance Policy have been
and are being complied with; such policy is valid and in full force and effect and all premiums due thereunder have
been paid.
(xxviii) Except for any Additional Collateral Mortgage Loans, the Mortgage Note is not and has not been secured by any
collateral, pledged account, or other security except the lien of the Mortgage, and the security interest of any
applicable security agreement or chattel mortgage referred to above.
(xxix) To the best of the Seller's knowledge, the Mortgaged Property is lawfully occupied under applicable law. To the
best of the Seller's knowledge, all inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the related Mortgaged Property and, with respect to the use and occupancy of the
same, including but not limited to certificates of occupancy, had been made or obtained from the appropriate
authorities.
(xxx) Each Assignment is in recordable form, is acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located.
(xxxi) If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit
development) such condominium or planned unit development project meets ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac or the
originator's eligibility requirements.
(xxxii) To the best of the Seller's knowledge, no fraud was committed by the related originator of the Mortgage Loan and the
Seller is not aware of any fact that would reasonably lead the Seller to believe that any Mortgagor had committed
fraud in connection with the origination of such Mortgage Loan.
(xxxiii) The Mortgagor has not notified the Seller, and the Seller has no knowledge of any relief requested by the Mortgagor
under the Servicemembers Civil Relief Act.
(xxxiv) As to any Additional Collateral Mortgage Loan, such Mortgage Loan is secured by a perfected first priority security
interest in the related Additional Collateral.
(xxxv) As to any Additional Collateral Mortgage Loan, the applicable pledge agreement is in place, is genuine and is the
legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms subject to
bankruptcy, insolvency and other laws of general application affecting the rights of creditors and general
principles of equity.
(xxxvi) With respect to each Cooperative Loan (i) there is no provision in the related proprietary lease which requires the
related Mortgagor to offer for sale the shares owned by such Mortgagor first to the Cooperative Corporation for a
price less than the outstanding amount of the Cooperative Loan, (ii) there is no prohibition in the related
proprietary lease against pledging such shares or assigning the proprietary lease that has been violated in
connection with the origination of the Cooperative Loan.
(xxxvii) With respect to each Cooperative Loan, such Cooperative Loan is secured by shares held by a "tenant-stockholder" of
a corporation that qualifies as a "cooperative housing corporation" as such terms are defined in Section 216(b)(1)
of the Code.
(xxxviii) With respect to each Cooperative Loan, the related Mortgage and related UCC financing statement creates a
first-priority security interest in the stock in the Cooperative Corporation and the related proprietary lease of
the related Cooperative Unit which were pledged to secure such Cooperative Loan, and the Cooperative Corporation
owns the Cooperative Corporation as an estate in fee simple in real property or pursuant to a leasehold acceptable
to ▇▇▇▇▇▇ ▇▇▇.
(xxxix) No Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair
Lending Act.