EXECUTION COPY
MORTGAGE LOAN PURCHASE
AGREEMENT
among
MOREQUITY, INC.,
as a Seller,
AMERICAN GENERAL FINANCIAL SERVICES OF
ARKANSAS, INC.,
as a Seller,
AMERICAN GENERAL HOME EQUITY,
INC.,
as a Seller,
AMERICAN GENERAL FINANCE
CORPORATION,
as Guarantor pursuant to Section
6.03
and
THIRD STREET FUNDING LLC,
as Purchaser
Dated July 30, 2009
Fixed Rate Mortgage Loans
TABLE OF CONTENTS
Page
SECTION 1. Definitions.
 1
Section 1.01.
Definitions.
 1
SECTION 2. Purchase and
Conveyance.
 3
SECTION 3. Mortgage Loan
Schedule.
 3
SECTION 4. Purchase
Price.
 3
SECTION 5. Examination of Mortgage
Files.
 3
SECTION 6. Representations,
Warranties and Covenants; Remedies for Breach.
 4
Section 6.01. Representations and
Warranties Regarding Individual Mortgage Loans.
 4
Section 6.02. Seller
Representations.
10
Section 6.03. Remedies for Breach
of Representations and Warranties.
12
SECTION 7. Costs.
13
SECTION 8. Notices.
13
SECTION 9. Severability
Clause.
14
SECTION 10. No
Partnership.
14
SECTION 11.
Counterparts.
15
SECTION 12. Governing
Law.
15
SECTION 13. Intention of the
Parties.
15
SECTION 14. Waivers.
15
SECTION 15. Exhibits.
16
SECTION 16. General Interpretive
Principles.
16
SECTION 17. Reproduction of
Documents.
16
SECTION 18. Amendment.
16
SECTION 19.
Confidentiality.
17
SECTION 20. Entire
Agreement.
17
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SECTION 21. Further
Agreements.
17
SECTION 22. Trustee
Assignee.
17
EXHIBITS
EXHIBIT 1
MORTGAGE LOAN SCHEDULE
EXHIBIT 2
CONTENTS OF EACH MORTGAGE FILE
EXHIBIT 3
MORTGAGE LOAN DOCUMENTS
EXHIBIT 4
UNDERWRITING GUIDELINES
EXHIBIT 5
BROKERS PRICE OPINIONS
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MORTGAGE LOAN PURCHASE
AGREEMENT
THIS MORTGAGE LOAN PURCHASE AGREEMENT
(the “ Agreement ”), dated July 30, 2009, is
hereby executed by and among Third Street Funding LLC, a Delaware
limited liability company, as purchaser (the “
Purchaser ”), MorEquity, Inc., a Nevada corporation,
American General Financial Services of Arkansas, Inc., a Delaware
corporation, and American General Home Equity, Inc., a Delaware
corporation, each in its respective capacity as a seller (each, a
“ Seller ,” and collectively, the “
Sellers ”), and American General Finance Corporation,
an Indiana corporation (the “ Guarantor
”).
W I T N
E S S E
T H
WHEREAS, each Seller desires to sell to
the Purchaser, and the Purchaser desires to purchase from each
Seller, certain conventional, fixed rate, residential, first-lien
mortgage loans (the “ Mortgage Loans ”), as
described herein, and which shall be delivered as whole loans as
provided herein;
WHEREAS, each Mortgage Loan is secured by
a mortgage, deed of trust or other security instrument creating a
first lien on a residential dwelling located in the jurisdiction
indicated on the Mortgage Loan Schedule which is annexed hereto as
Exhibit 1 ;
WHEREAS, the Purchaser and the Sellers
wish to prescribe the manner of the sale and transfer of the
Mortgage Loans; and
WHEREAS, pursuant to the terms of a
Pooling and Servicing Agreement, dated July 30, 2009 (the “
Pooling and Servicing Agreement ”), among the
Purchaser, as depositor, MorEquity, Inc., as interim subservicer,
PennyMac Loan Services, LLC, as servicer, Select Portfolio
Servicing, Inc., as back-up servicer, Wells Fargo Bank, N.A., as
master servicer and as securities administrator, The Bank of New
York Mellon Trust Company, N.A., as custodian, and U.S. Bank
National Association, as trustee (the “ Trustee
”), the Purchaser will convey the Mortgage Loans to American
General Mortgage Loan Trust 2009-1 (the “ Trust
”).
NOW, THEREFORE, in consideration of the
premises and mutual agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Purchaser, the Sellers and the
Guarantor agree as follows:
SECTION
1.
DEFINITIONS .
Section
1.01.
Definitions .
For purposes of this Agreement, the
following capitalized terms shall have the respective meanings set
forth below. Terms used without definition herein shall have
the respective meanings assigned to them in the Pooling and
Servicing Agreement.
Agreement : This Mortgage Loan Purchase Agreement
including all exhibits, schedules, amendments and supplements
hereto.
ALTA : The American Land Title Association or any
successor in interest thereto.
Closing Date : July 30, 2009.
Covered Home Loan
: A Mortgage Loan categorized as
Covered pursuant to Appendix E of the Standard & Poor’s
Glossary.
Credit Score : The credit score for each Mortgage Loan shall
be a credit bureau score obtained at origination or such other time
by the applicable Seller.
Cut-off Date : The close of business on June 30,
2009.
Deleted Mortgage Loan
: A Mortgage Loan replaced or to be
replaced with an Eligible Substitute Mortgage Loan in accordance
with this Agreement.
High Cost Loan : A Mortgage Loan classified as (a) a
“high cost” loan under the Home Ownership and Equity
Protection Act of 1994 (b) a “high cost home,”
“threshold,” “covered,” “high risk
home” or “predatory” or similar loan under any
other applicable state, federal or local law (or a similarly
classified loan using different terminology under a law, regulation
or ordinance imposing heightened regulatory scrutiny or additional
legal liability for residential mortgage loans having high interest
rates, points and/or fees), or (c) a Mortgage Loan categorized as a
Covered Home Loan.
Mortgage File : The items listed in Exhibit 2 hereto
and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
Mortgage Loan : Each mortgage loan identified on the Mortgage
Loan Schedule, including, without limitation, the Mortgage File,
the Monthly Payments, Principal Prepayments, Liquidation Proceeds,
REO Proceeds, Insurance Proceeds and all other rights, benefits,
proceeds and obligations arising from or in connection with such
mortgage loan.
Mortgage Loan Documents
: With respect to any Mortgage
Loan, the documents listed in Exhibit 3
hereto.
Mortgagee : The mortgagee or beneficiary named in the
Mortgage and the successors and assigns of such mortgagee or
beneficiary.
Opinion of Counsel
: A written opinion of counsel, who
may be an employee of a Seller, reasonably acceptable to the
Purchaser.
Primary Mortgage Insurance
Policy or PMI Policy :
A policy of primary mortgage guaranty insurance issued by an
insurer.
Purchase Price : The price paid on the Closing Date by the
Purchaser to the Sellers pursuant to this Agreement in exchange for
the Mortgage Loans as set forth in Section 4
hereto.
Reimbursement Amount
: As defined in Section 6.03
.
Standard & Poor’s
Glossary : The Standard
& Poor’s LEVELS® Glossary, as may be in effect from
time to time.
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Underwriting Guidelines
: The underwriting guidelines
applicable to the Mortgage Loans attached as Exhibit 4
hereto.
SECTION
2.
PURCHASE AND CONVEYANCE
.
Each Seller, in exchange for the receipt
of its portion of the Purchase Price from the Purchaser on the
Closing Date, hereby sells, transfers, assigns, sets over and
conveys to the Purchaser, without recourse, but subject to the
terms of this Agreement, all of its rights, title and interest in
and to the Mortgage Loans sold by it on the Closing Date, together
with the related Mortgage Files and all rights and obligations
arising under the documents contained therein.
With respect to each Mortgage Loan
purchased, the Purchaser shall own and be entitled to receive:
(a) each Mortgage Loan identified on the Mortgage Loan
Schedule to the Pooling and Servicing Agreement, including the
related Cut-off Date Principal Balance, all interest accruing
thereon after the Cut-off Date and all collections in respect of
interest and principal due after the Cut-off Date, (b) property
which secured each such Mortgage Loan and which has been acquired
by foreclosure or deed in lieu of foreclosure; and (c) such
Seller’s interest in any insurance policies in respect of the
Mortgage Loans.
SECTION
3.
MORTGAGE LOAN SCHEDULE
.
The Sellers shall deliver the Mortgage
Loan Schedule to the Purchaser on the Closing Date.
SECTION
4.
PURCHASE PRICE .
The aggregate Purchase Price for the
Mortgage Loans shall be as follows:
Subject to the conditions set forth
herein, the Purchaser shall pay the Purchase Price to the Sellers
by 4:00 p.m. Eastern Time on the Closing Date. The portion of
the Purchase Price payable in immediately available funds shall be
made by wire transfer of immediately available funds to the account
or accounts designated by each Seller.
SECTION
5.
EXAMINATION OF MORTGAGE
FILES .
In addition to any rights granted to the
Purchaser hereunder to underwrite the Mortgage Loans and review the
Mortgage Loan Documents prior to the Closing Date, the Sellers
shall, prior to the Closing Date, make the Mortgage Files available
to the Purchaser for examination and the Purchaser shall have the
right to conduct property inspections, and obtain appraisal
recertifications, drive-by appraisals, or brokers price opinions.
Such underwriting by the
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Purchaser or its designee shall not
impair or diminish the rights of the Purchaser or any of its
successors under this Agreement with respect to a breach of the
representations and warranties contained in this Agreement.
The fact that the Purchaser or its designee has conducted or
has failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the Purchaser’s or any of its
successors’ rights to demand repurchase or other relief or
remedy provided for in this Agreement.
Upon discovery or receipt of notice of
any materially defective document in, or that a document is missing
from, a Mortgage File, the related Seller shall have 120 days to
cure such defect or deliver such missing document to the Purchaser
(or its designee or assignee). If a Seller does not cure such
defect or deliver such missing document within such time period,
such Seller shall either repurchase or substitute for such Mortgage
Loan in accordance with Section 6.03 if such defect or
missing document prevents or materially delays the Trust from (a)
realizing against the related Mortgaged Property through
foreclosure or similar loss mitigation activity or (b) processing
any title claim under the related title insurance policy (unless
such Seller provides appropriate recourse pursuant to the
representation and warranty relating to good title set forth in
Section 6.01(b) ).
SECTION
6.
REPRESENTATIONS, WARRANTIES AND
COVENANTS; REMEDIES FOR BREACH .
Section
6.01.
Representations and Warranties
Regarding Individual Mortgage Loans .
Each Seller hereby represents and
warrants, severally and not jointly, to the Purchaser as of the
date hereof and on the Closing Date with respect to each Mortgage
Loan sold by it and listed on the Mortgage Loan
Schedule:
(a)
The information and descriptions
concerning the Mortgage Loans contained in Exhibit 1 are complete,
true and correct in all material respects as of the date or dates
respecting which such information is given.
(b)
Seller is the sole and lawful owner of
each Mortgage Loan and the servicing rights related thereto, and
has good and marketable title to the Mortgage Loans and the
servicing rights, free and clear of all pledges, encumbrances,
security interests and liens having priority over the lien of the
Mortgage except for (A) rights arising under this Agreement, (B)
liens for real estate taxes and special assessments not yet due and
payable, (C) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of
recording of the Mortgage, such exceptions appearing of record
being acceptable to mortgage lending institutions generally or
specifically reflected in the appraisal made in connection with the
origination of the Mortgage Loan and (D) other matters to which
like properties are commonly subject which do not, individually or
in the aggregate, 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 has the full right and authority to