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Document Preview Mortgage Loan Purchase Agreement |
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Title: |
Mortgage Loan Purchase Agreement |
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Entities: |
Sg Mortgage Securities, LLC; Wells Fargo Bank, NA; Federal National Mortgage Association |
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Date: |
2006 |
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Size: |
Preview shows 17KB of 131KB total |
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Price: |
$44 |
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ID: |
#1853538 |
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MORTGAGE LOAN PURCHASE AGREEMENT
dated as of March 24, 2006
among
FREMONT INVESTMENT & LOAN,
as Responsible Party
SG MORTGAGE FINANCE CORP.,
as Seller
and
SG MORTGAGE SECURITIES, LLC,
as Purchaser
and
as acknowledged and agreed by
WELLS FARGO BANK, N.A.,
as Interim Trustee and Master Servicer
and
as Servicer
TABLE OF CONTENTS
| Page | ||||
| SECTION 1. | Agreement to Purchase | 2 | ||
| SECTION 2. | Mortgage Loan Schedule | 2 | ||
| SECTION 3. | Consideration | 2 | ||
| SECTION 4. | Transfer of the Mortgage Loans | 3 | ||
| SECTION 5. | Representations, Warranties and Covenants of the Responsible Party and the Seller | 5 | ||
| SECTION 6. | Representations and Warranties of the Responsible Party Relating to the Mortgage Loans | 10 | ||
| SECTION 7. | Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty | 27 | ||
| SECTION 8. | Closing; Payment for the Mortgage Loans | 29 | ||
| SECTION 9. | Closing Documents | 30 | ||
| SECTION 10. | Costs | 31 | ||
| SECTION 11. | Indemnification | 31 | ||
| SECTION 12. | Notices | 32 | ||
| SECTION 13. | Severability of Provisions | 32 | ||
| SECTION 14. | Agreement of Parties | 32 | ||
| SECTION 15. | Survival | 33 | ||
| SECTION 16. | GOVERNING LAW | 33 | ||
| SECTION 17. | Miscellaneous | 33 | ||
| Schedule I | Seller?s Representations and Warranties | |||
| Exhibit 1 | Contents of Each Mortgage File | |||
| Exhibit 2 | Mortgage Loan Documents | |||
| Exhibit 3 | Mortgage Loan Schedule | |||
| Exhibit 4 | List of Certain Exceptions | |||
-i-
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of March 24, 2006 (this ?Agreement?), is among FREMONT INVESTMENT & LOAN CORPORATION, a California industrial bank (the ?Responsible Party?), SG MORTGAGE FINANCE CORP., a Delaware corporation (the ?Seller?), and SG MORTGAGE SECURITIES, LLC, a Delaware limited liability company (the ?Purchaser?).
Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement, dated as of the date hereof (the ?Pooling and Servicing Agreement?), among the Purchaser, as depositor, Wells Fargo Bank, N.A. (?Wells Fargo?), as securities administrator, custodian and master servicer (in such capacities, the ?Master Servicer?) and as servicer (in such capacity, the ?Servicer?), and HSBC Bank USA, National Association, as trustee (the ?Trustee?).
W I T N E S S E T H
WHEREAS, pursuant to the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of January 26, 2006 (the ?MMLPISA?), and the related Commitment Letter, dated as of December 8, 2005 (the ?Commitment Letter?), each between the Responsible Party, as seller, and the Seller, as initial purchaser, the Seller purchased the Mortgage Loans from the Responsible Party, on a servicing released basis, and, in connection with any securitization of the Mortgage Loans, the Responsible Party agreed to cooperate with the Seller and to take certain actions (including, without limitation, to make the representations and warranties contained herein regarding the Responsible Party and the Mortgage Loans);
WHEREAS, pursuant to the Trust Agreement, dated as of May 18, 2005, between the Seller, as beneficiary, and Wells Fargo, as trustee (in such capacity, the ?Interim Trustee?), the Interim Trustee holds legal title to the Mortgage Loans in trust for the benefit of the Seller, and, pursuant to the Custodial Agreement, dated as of August 16, 2005, between the Seller, as owner, and Wells Fargo, as custodian (the ?Custodian?), the Custodian holds the Mortgage Loan Files in trust for the benefit of the Seller;
WHEREAS, the Servicer purchased, and the Seller sold, the servicing rights related to the Mortgage Loans pursuant to the Flow Servicing Rights Purchase and Sale Agreement, dated as of April 21, 2006, between the Seller and the Servicer, as purchaser;
WHEREAS, the Responsible Party will service the Mortgage Loans on behalf of the Seller through May 1, 2006, the Servicer will service the Mortgage Loans thereafter, and the Master Servicer will monitor, oversee and supervise the Servicer;
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