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 | 2003 |
Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (52K)
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THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of August 1, 2003 (the Agreement), is made and entered into between Thornburg Mortgage Home Loans, Inc. (the Seller) and Greenwich Capital Acceptance, Inc. (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 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 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 and (b) the proceeds of any insurance policies covering the Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage Loans; and
WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans, including the Mortgages, and assign the Sellers rights under the Servicing Agreements to the Purchaser pursuant to the terms of this Agreement;
WHEREAS, pursuant to the terms of that certain Sale and Servicing Agreement dated as of August 1, 2003 (the Sale and Servicing Agreement) among Thornburg Mortgage Securities Trust 2003-4, as issuer (the Trust), the Purchaser, as depositor, the Seller, as seller, Wells Fargo Bank Minnesota, National Association, as master servicer and Deutsche Bank National Trust Company, as indenture trustee (in such capacity, the Indenture Trustee), the Purchaser will convey the Mortgage Loans to the Trust; and
WHEREAS, pursuant to the terms of that certain Indenture dated August 1, 2003 (the Indenture), between the Indenture Trustee and the Trust, the Trust will pledge the Mortgage Loans to the Indenture Trustee and issue the Thornburg Mortgage Securities Trust 2003-4 Mortgage-Backed Notes, Series 2003-4.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS AND SCHEDULES
Section 1.01.
Definitions. Any capitalized term used but not defined herein and below shall have the meaning assigned thereto in the Sale and Servicing Agreement, the Indenture and the related Prospectus Supplement dated August 25, 2003 (the Prospectus Supplement) to the Prospectus dated June 23, 2003 (the Prospectus).
ARTICLE II.
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section 2.01.
Sale of Mortgage Loans; Assignment of the Servicing Agreements. 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, all interest due thereon after the Cut-Off Date 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; (v) each Guaranty Surety Bond with respect to the Additional Collateral Mortgage Loans conveyed to the Seller from MSDWCC and Cendant; and (vi) all proceeds of any of the foregoing.
Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Purchaser all of its rights and interest (but none of its obligations) under each Servicing Agreement, other than any servicing rights retained pursuant to the provisions of such Servicing Agreements, to the extent relating to the Mortgage Loans. The Purchaser hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller 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 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 and the Indenture Trustee 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 deliver to, and deposit with the Indenture Trustee, as assignee of the Purchaser, on or before the Closing Date, the documents described in Section 2.01 of the Sale and Servicing Agreement as being or to be delivered to the Indenture Trustee, including, but not limited to, the Servicing Agreements.
The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in its general accounting records, to indicate that the Mortgage Loans have been transferred to the Indenture Trustee, or a custodian appointed pursuant to the Sale and Servicing Agreement to act on behalf of the Indenture Trustee, and that the Mortgage Loans constitute part of the Trust in accordance with the terms of the Sale and Servicing Agreement.
The Purchaser hereby acknowledges its acceptance of all right, title and interest in, to and under the Mortgage Loans and other property, and its rights under the Servicing Agreements, now existing or hereafter created, conveyed to it pursuant to Section 2.01 hereof.
150021
|
 Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC –
Exhibit 99.1
EX-99 5 m16816.htm EXHIBIT 99.1
EXECUTION
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of August 1, 2003
Adjustable-Rate Mortgage Loans
Thornburg Mortgage Securities Trust 2003-4
_____________
Thornburg Mortgage Home Loans, Inc – Mortgage
Loans.
III-1
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of August 1, 2003 (the Agreement), is made and entered into between Thornburg Mortgage Home Loans, Inc . (the Seller) and Greenwich Capital Acceptance, Inc. (the Purchaser).
W I T N E S S E T H
WHEREAS, the Seller
_____________
Thornburg Mortgage Home Loans, Inc – to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, addressed as follows:
if to the Seller:
Thornburg Mortgage Home Loans, Inc .
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Attention: Deborah Burns
or such other address as may hereafter be furnished
_____________
Thornburg Mortgage Home Loans, Inc – Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Attention: Legal Department
or such other address as may hereafter be furnished to Thornburg Mortgage Home Loans, Inc . in writing by the Purchaser.
Section 7.04.
Severability of Provisions. If any one or more of the covenants, agreements, provisions of
_____________
THORNBURG MORTGAGE HOME LOANS, INC – the day and year first above written.
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
By: /s/ Shakti Radhakishun
Name: Shakti Radhakishun
Title: Vice President
THORNBURG MORTGAGE HOME LOANS, INC .
as Seller
By: /s/ Joseph H. Badal
Name: Joseph H. Badal
Title: Chief Executive Officer
STATE OF CONNECTICUT
)
)ss.:
COUNTY OF FAIRFIELD
)
_____________
dt 505284
;
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE –
Exhibit 99.1
EX-99 5 m16816.htm EXHIBIT 99.1
EXECUTION
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of August 1, 2003
Adjustable-Rate Mortgage Loans
Thornburg Mortgage Securities Trust
_____________
Thornburg Mortgage – Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of August 1, 2003
Adjustable-Rate Mortgage Loans
Thornburg Mortgage Securities Trust 2003-4
Table of Contents
Page
ARTICLE I. DEFINITIONS AND SCHEDULES
1
Section 1.01.
Definitions
1
ARTICLE II. SALE OF
_____________
Thornburg Mortgage – Mortgage
Loans.
III-1
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of August 1, 2003 (the Agreement), is made and entered into between Thornburg Mortgage Home Loans, Inc. (the Seller) and Greenwich Capital Acceptance, Inc. (the Purchaser).
W I T N E S S E T H
WHEREAS,
_____________
Thornburg Mortgage – pursuant to the terms of that certain Sale and Servicing Agreement dated as of August 1, 2003 (the Sale and Servicing Agreement) among Thornburg Mortgage Securities Trust 2003-4, as issuer (the Trust), the Purchaser, as depositor, the Seller, as seller, Wells Fargo Bank Minnesota, National Association, as
_____________
Thornburg Mortgage – the Indenture), between the Indenture Trustee and the Trust, the Trust will pledge the Mortgage Loans to the Indenture Trustee and issue the Thornburg Mortgage Securities Trust 2003-4 Mortgage-Backed Notes, Series 2003-4.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto
_____________
dt 109546
;
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagors cost and expense, and on the
_____________
Fannie Mae – or (iv) not doing business in such state.
(xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the
_____________
Fannie Mae – is covered by an ALTA lenders title insurance policy acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions
_____________
Fannie Mae – the Seller or was purchased by the Seller from a third party, each of which was, at the time of origination, (A) a Fannie Mae -approved or Freddie Mac-approved seller/servicer and (B) a U.S. Department of Housing and Development approved mortgage banker, or a
_____________
Fannie Mae – Policy issued by primary mortgage insurer licensed to do business in the state in which the Mortgaged Property is located and acceptable to Fannie Mae or Freddie Mac as of the Closing Date, so as to reduce the Mortgagees exposure in accordance with the standards of Fannie
_____________
dt 97335
;
|
First Republic
As referenced in this Mortgage Loan Purchase Agreement:
First Republic Bank – Servicing Agreement]
SCHEDULE II
LIST OF SERVICING AGREEMENTS
1.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 25, 2002, between Thornburg Mortgage Home Loans, Inc. (Thornburg) and First Republic Bank (First Republic), including the related Transfer Notice, dated as of August 21, 2003, from Thornburg to First Republic.
2.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of
_____________
First Republic Bank, – generally in accordance with either (i) the Sellers underwriting standards, (ii) in the case of a Mortgage Loan acquired from Morgan Stanley Dean Witter Credit Corporation, Cendant Mortgage Corporation or First Republic Bank, the related underwriting standards or (iii) in the case of a Mortgage Loan acquired from a bulk seller, the related bulk sellers underwriting standards, in each case as in
_____________
dt 1447362
;
Freddie Mac
As referenced in this Mortgage Loan Purchase Agreement:
Freddie Mac. – requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagors cost and expense, and on the Mortgagors failure to
_____________
Freddie Mac, – doing business in such state.
(xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the
_____________
Freddie Mac – an ALTA lenders title insurance policy acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (ix)(A)
_____________
Freddie Mac- – purchased by the Seller from a third party, each of which was, at the time of origination, (A) a Fannie Mae-approved or Freddie Mac- approved seller/servicer and (B) a U.S. Department of Housing and Development approved mortgage banker, or a savings and loan association, a
_____________
Freddie Mac – primary mortgage insurer licensed to do business in the state in which the Mortgaged Property is located and acceptable to Fannie Mae or Freddie Mac as of the Closing Date, so as to reduce the Mortgagees exposure in accordance with the standards of Fannie Mae and applicable law,
_____________
dt 230127
;
More... |
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Full Doc
| 2003 |
Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (109K)
Doc #150301: Click preview link for longer preview.
MORTGAGE LOAN PURCHASE AGREEMENT
between
THORNBURG MORTGAGE HOME LOANS, INC.
as Mortgage Loan Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
as Purchaser
Dated as of
March 1, 2003
TABLE OF CONTENTS
SECTION 1.
Definitions
2
SECTION 2.
Purchase and Sale of the Mortgage Loans and Related Rights
7
SECTION 3.
Mortgage Loan Schedules
7
SECTION 4.
Mortgage Loan Transfer
8
SECTION 5.
Examination of Mortgage Files
8
SECTION 6.
Recordation of Assignments of Mortgage, Etc.
10
SECTION 7.
Representations and Warranties of Mortgage Loan Seller Concerning the Mortgage Loans
12
SECTION 8.
Representations and Warranties Concerning the Mortgage Loan Seller
13
SECTION 9.
Representations and Warranties Concerning the Purchaser
14
SECTION 10.
Conditions to Closing
15
SECTION 11.
Fees and Expenses
17
SECTION 12.
Accountants' Letters
18
SECTION 13.
[RESERVED]
18
SECTION 14.
Notices
18
SECTION 15.
Transfer of Mortgage Loans
18
SECTION 16.
Termination
19
SECTION 17.
Representations, Warranties and Agreements to Survive Delivery
19
SECTION 18.
Severability
19
SECTION 19.
Counterparts
19
SECTION 20.
Amendment
19
SECTION 21.
Governing Law
19
SECTION 22.
Further Assurances
20
SECTION 23.
Successors and Assigns
20
SECTION 24.
The Mortgage Loan Seller
20
SECTION 25.
Entire Agreement
20
SECTION 26.
No Partnership
20
EXHIBITS AND SCHEDULE TO
MORTGAGE LOAN PURCHASE AGREEMENT
Exhibit 1
Contents of Mortgage File
Exhibit 2
List of Servicers and Servicing Agreements
Exhibit 3
Mortgage Loan Schedule Information
Exhibit 4
Mortgage Loan Seller's Representations and Warranties Relating to the Mortgage Loans
Exhibit 5
Contents of Mortgage File for 1998-1 Mortgage Loans
Schedule A
Required Ratings for Each Class of Certificates
Schedule B
Mortgage Loan Schedule
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of March 1, 2003 (this "Agreement"), by and between THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation (the "Mortgage Loan Seller"), and STRUCTURED ASSET MORTGAGE INVESTMENTS INC., a Delaware corporation (the "Purchaser").
Upon the terms and subject to the conditions of this Agreement, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase, certain hybrid and adjustable rate, first lien mortgage loans secured by one- to four-family residential properties (collectively, the "Mortgage Loans") as described herein and as listed on Schedule B hereto (the "Mortgage Loan Schedule"). The Purchaser intends to sell the Mortgage Loans to Thornburg Mortgage Securities Trust 2003-2, a Delaware statutory trust (the "Trust") created pursuant to a trust, pooling and servicing agreement, to be dated as of March 1, 2003 (the "Trust, Pooling and Servicing Agreement"), between the Purchaser, as seller, Wells Fargo Bank Minnesota, National Association, as master servicer and securities administrator, Deutsche Bank National Trust Company, as trustee (the "Trustee"), Deutsche Bank Trust Company Delaware, as Delaware trustee, and Thornburg Mortgage Home Loans, Inc. ("Thornburg"). Pursuant to the Trust, Pooling and Servicing Agreement, the Trust will issue its Mortgage Pass-Through Certificates, Series 2003-2 (the "Certificates").
The Purchaser has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (Number 333-68542) relating to its Mortgage Pass-Through Certificates and the offering of certain series thereof (including certain classes of the Certificates) from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (the "Securities Act"). Such registration statement, when it became effective under the Securities Act, and the prospectus relating to the public offering of certain classes of the Certificates by the Purchaser (the "Public Offering"), as from time to time each is amended or supplemented pursuant to the Securities Act or otherwise, are referred to herein as the "Registration Statement" and the "Prospectus," respectively. The "Prospectus Supplement" shall mean that supplement, dated March 31, 2003 to the Prospectus, dated November 25, 2002 relating to certain classes of the Certificates. With respect to the Public Offering of certain classes of the Certificates, the Purchaser, Bear, Stearns & Co. Inc. ("Bear Stearns"), Lehman Brothers Inc. ("Lehman") and Greenwich Capital Markets, Inc. ("RBS GC") (Bear Stearns, Lehman and RBS GC collectively, the "Underwriters") have entered into have entered into a terms agreement dated as of March 31, 2003 to an underwriting agreement dated June 25, 1996, between the Purchaser and Bear Stearns (collectively, the "Underwriting Agreement").
Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:
SECTION 1. Definitions. Certain terms are defined herein. Capitalized terms used herein but not defined herein shall have the meanings specified in the Trust, Pooling and Servicing Agreement. The following other terms are defined as follows:
Acquisition Price: Cash in an amount equal to $1,060,891,769.76 (plus $3,967,480.60 in accrued interest) and the Class B-IO Certificates.
Additional Collateral: With respect to any Additional Collateral Mortgage Loan, the marketable securities subject to a security interest pursuant to a related pledge agreement.
Additional Collateral Mortgage Loan: Each Mortgage Loan identified as such in the Mortgage Loan Schedule and as to which Additional Collateral is then required to be provided as security therefor.
Appraised Value: For any Mortgaged Property related to a Mortgage Loan, the amount, if any, set forth as the appraised value of such Mortgaged Property in any appraisal made for the mortgage originator in connection with its origination of the related Mortgage Loan.
Bear Stearns: Bear, Stearns & Co. Inc.
Convertible Mortgage Loan: Any Mortgage Loan which, at the option of the Mortgagor and in accordance with the terms of the related Mortgage Note, may have the related Mortgage Rate converted from an adjustable rate to a fixed rate.
Closing Date: April 3, 2003.
Code: The Internal Revenue Code of 1986, as amended.
Cooperative Corporation: The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.
Cooperative Loan: Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.
Cooperative Loan Documents: As to any Cooperative Loan, (i) the Cooperative Shares, together with a stock power in blank; (ii) the original executed Security Agreement and the assignment of the Security Agreement endorsed in blank; (iii) the original executed Proprietary Lease and the assignment of the Proprietary Lease endorsed in blank; (iv) the original executed Recognition Agreement and the assignment of the Recognition Agreement (or a blanket assignment of all Recognition Agreements) endorsed in blank; (v) the executed UCC-1 financing statement with evidence of recording thereon, which has been filed in all places required to perfect the security interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed UCC-3 financing statements (or copies thereof) or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trust with evidence of recording thereon (or in a form suitable for recordation).
Cooperative Property: The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the Cooperative Shares of the Cooperative Corporation.
Cooperative Shares: Shares issued by a Cooperative Corporation.
Cooperative Unit: A single-family dwelling located in a Cooperative Property.
Cut-off Date: March 1, 2003.
Cut-off Date Balance: $1,060,891,769.76.
Due Date: With respect to any Mortgage Loan, the date in each month on which its Monthly Payment is due if such due date is the first day of a month and otherwise is deemed to be the first day of the following month or such other date specified in the related Servicing Agreement.
150301
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC –
Exhibit 99.1
EX-99 5 structure-ex991_041403.htm EXHIBIT 99.1
Exhibit 99.1
[EXECUTION COPY]
MORTGAGE LOAN PURCHASE AGREEMENT
between
THORNBURG MORTGAGE HOME LOANS, INC .
as Mortgage Loan Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
as Purchaser
Dated as of
March 1, 2003
TABLE OF CONTENTS
SECTION 1.
Definitions
2
SECTION 2.
Purchase and
_____________
THORNBURG MORTGAGE HOME LOANS, INC – Ratings for Each Class of Certificates
Schedule B
Mortgage Loan Schedule
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of March 1, 2003 (this "Agreement"), by and between THORNBURG MORTGAGE HOME LOANS, INC ., a Delaware corporation (the "Mortgage Loan Seller"), and STRUCTURED ASSET MORTGAGE INVESTMENTS INC., a Delaware corporation (the "Purchaser").
Upon the terms and subject to the conditions of this Agreement,
_____________
Thornburg Mortgage Home Loans, Inc – Wells Fargo Bank Minnesota, National Association, as master servicer and securities administrator, Deutsche Bank National Trust Company, as trustee (the "Trustee"), Deutsche Bank Trust Company Delaware, as Delaware trustee, and Thornburg Mortgage Home Loans, Inc . ("Thornburg"). Pursuant to the Trust, Pooling and Servicing Agreement, the Trust will issue its Mortgage Pass-Through Certificates, Series 2003-2 (the "Certificates").
The Purchaser has filed with the
_____________
Thornburg Mortgage Home Loans, Inc – demands, notices and communications hereunder shall be in writing but may be delivered by facsimile transmission subsequently confirmed in writing. Notices to the Mortgage Loan Seller shall be directed to Thornburg Mortgage Home Loans, Inc ., 150 Washington Avenue, Suite 302, Santa Fe, New Mexico, 87501, Attention: Deborah Burns, Vice PresidentMortgage Loan Securitization, and notices to the Purchaser shall be directed to Structured Asset Mortgage
_____________
THORNBURG MORTGAGE HOME LOANS,
INC – INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly authorized officers as of the date first above written.
THORNBURG MORTGAGE HOME LOANS,
INC ., as Mortgage Loan
Seller
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title: Vice President
STRUCTURED ASSET MORTGAGE
INVESTMENTS INC., as Purchaser
By:/s/ Baron Silverstein
Name: Baron
_____________
dt 1392421
;
McGraw-Hill Companies
As referenced in this Mortgage Loan Purchase Agreement:
McGraw-Hill Companies, Inc – the amount of the increase in the per annum rate set forth in the related Mortgage Note.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc . and its successor in interest.
Securities Act: The Securities Act of 1933, as amended.
Security Agreement: With respect to any Cooperative Loan, the agreement between the owner of the
_____________
dt 1516306
;
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
Thornburg Mortgage, Inc – its capacity as custodian under the Biparty Custodial Agreement dated June 26, 1997 between Deutsche Bank National Trust Company (formerly known as Bankers Trust Company of California N.A.) and Thornburg Mortgage, Inc . (formerly known as Thornburg Mortgage Asset Corporation), of the following Mortgage Loans:
Loan ID
600176445
600176617
600187987
600189588
600189632
600193817
600193951
Borrower Name
Jorge Rodriguez
John Tripp
Lee McPeak
_____________
dt 1350689
;
|
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – identified as such in the Mortgage Loan Schedule, which provides for an increase in the Mortgage Rate thereof in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae : Fannie Mae (also known as the Federal National Mortgage Association) or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any
_____________
Fannie Mae – such in the Mortgage Loan Schedule, which provides for an increase in the Mortgage Rate thereof in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association) or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any successor thereto.
_____________
Federal National Mortgage Association – which provides for an increase in the Mortgage Rate thereof in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association ) or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any successor thereto.
Lehman: Lehman Brothers Inc.
Loan-to-Value Ratio:
_____________
Fannie Mae – has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
_____________
Fannie Mae – 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 acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located,
_____________
dt 1438282
;
DB Trust
As referenced in this Mortgage Loan Purchase Agreement:
Deutsche Bank Trust Co – Pooling and Servicing Agreement"), between the Purchaser, as seller, Wells Fargo Bank Minnesota, National Association, as master servicer and securities administrator, Deutsche Bank National Trust Company, as trustee (the "Trustee"), Deutsche Bank Trust Co mpany Delaware, as Delaware trustee, and Thornburg Mortgage Home Loans, Inc. ("Thornburg"). Pursuant to the Trust, Pooling and Servicing Agreement, the Trust will issue its Mortgage Pass-Through Certificates, Series
_____________
dt 1390633
;
More... |
Preview
Full Doc
| 2003 |
Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (51K)
Doc #150362: Click preview link for longer preview.
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of January 1, 2003
Adjustable-Rate Mortgage Loans
Thornburg Mortgage Securities Trust 2003-1
Table of Contents
Schedule I:
Mortgage Loan Schedule
I-1
Schedule II:
List of Servicers and Servicing Agreements
II-1
Schedule III:
Sellers Representations and Warranties Relating to Mortgage Loans
III-1
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of January 1, 2003 (the Agreement), is made and entered into between Thornburg Mortgage Home Loans, Inc. (the Seller) and Greenwich Capital Acceptance, Inc. (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 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 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 and (b) the proceeds of any insurance policies covering the Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage Loans; and
WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans, including the Mortgages, and assign the Sellers rights under the Servicing Agreements to the Purchaser pursuant to the terms of this Agreement; and
WHEREAS, pursuant to the terms of that certain Pooling and Servicing Agreement dated as of January 1, 2003 (the Pooling and Servicing Agreement) among the Purchaser, as depositor, the Seller, as seller, Wells Fargo Bank Minnesota, National Association, as master servicer and securities administrator, Deutsche Bank Trust Company Delaware, as Delaware trustee and Deutsche Bank National Trust Company, as trustee (in such capacity, the Trustee), the Purchaser will convey the Mortgage Loans to Thornburg Mortgage Securities Trust 2003-1 (the Trust).
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS AND SCHEDULES
Section 1.01. Definitions.
Any capitalized term used but not defined herein and below shall have the meaning assigned thereto in the Pooling and Servicing Agreement, the related Prospectus Supplement dated January 27, 2003 (the Prospectus Supplement) to the Prospectus dated October 10, 2002 (the Prospectus) or the related Private Placement Memorandum dated January 27, 2003 (the Memorandum).
ARTICLE II.
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section 2.01. Sale of Mortgage Loans; Assignment of the Servicing Agreements.
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, all interest due thereon after the Cut-Off Date 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 all of its rights and interest (but none of its obligations) under each Servicing Agreement, other than any servicing rights retained pursuant to the provisions of such Servicing Agreements, to the extent relating to the Mortgage Loans. The Purchaser hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller 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 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 and the Trustee 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 Pooling 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.
150362
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC –
Exhibit 4.2
EX-4 5 m66728ex42.htm EXHIBIT 4.2
EXECUTION
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of January 1, 2003
Adjustable-Rate Mortgage Loans
Thornburg Mortgage Securities Trust 2003-1
_____________
Thornburg Mortgage Home Loans, Inc – Mortgage Loans
III-1
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of January 1, 2003 (the Agreement), is made and entered into between Thornburg Mortgage Home Loans, Inc . (the Seller) and Greenwich Capital Acceptance, Inc. (the Purchaser).
W I T N E S S E T H
WHEREAS, the Seller
_____________
Thornburg Mortgage Home Loans, Inc – to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, addressed as follows:
if to the Seller:
Thornburg Mortgage Home Loans, Inc .
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Attention: Deborah Burns
or such other address as may hereafter be furnished
_____________
Thornburg Mortgage Home Loans, Inc – Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Attention: Legal Department
or such other address as may hereafter be furnished to Thornburg Mortgage Home Loans, Inc . in writing by the Purchaser.
Section 7.04. Severability of Provisions.
If any one or more of the covenants, agreements, provisions of
_____________
THORNBURG MORTGAGE HOME
LOANS, INC – the day and year first above written.
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
By: /s/Shakti Radhakishun
Name: Shakti Radhakishun
Title: Vice President
THORNBURG MORTGAGE HOME
LOANS, INC .
as Seller
By: /s/Deborah J. Burns
Name: Deborah J. Burns
Title: Vice President
STATE OF CONNECTICUT
)
)
ss.:
COUNTY OF FAIRFIELD
)
On
_____________
dt 505286
;
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagors cost and expense, and on the
_____________
Fannie Mae – or (iv) not doing business in such state.
(xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the
_____________
Fannie Mae – is covered by an ALTA lenders title insurance policy acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions
_____________
Fannie Mae – the Seller or was purchased by the Seller from a third party, each of which was, at the time of origination, (A) a Fannie Mae -approved or Freddie Mac-approved seller/servicer and (B) a U.S. Department of Housing and Development approved mortgage banker, or a
_____________
Fannie Mae – Policy issued by primary mortgage insurer licensed to do business in the state in which the Mortgaged Property is located and acceptable to Fannie Mae or Freddie Mac as of the Closing Date, so as to reduce the Mortgagees exposure in accordance with the standards of Fannie
_____________
dt 97350
;
|
DB Trust
As referenced in this Mortgage Loan Purchase Agreement:
Deutsche Bank Trust Co – Servicing Agreement) among the Purchaser, as depositor, the Seller, as seller, Wells Fargo Bank Minnesota, National Association, as master servicer and securities administrator, Deutsche Bank Trust Co mpany Delaware, as Delaware trustee and Deutsche Bank National Trust Company, as trustee (in such capacity, the Trustee), the Purchaser will convey the
_____________
dt 113762
;
First Republic
As referenced in this Mortgage Loan Purchase Agreement:
First Republic Bank – LOAN SCHEDULE
SCHEDULE II
LIST OF SERVICING AGREEMENTS
1.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 25, 2002, between Thornburg Mortgage Home Loans, Inc. (Thornburg) and First Republic Bank (First Republic), including the related Transfer Notice, dated as of January 30, 2003, from Thornburg to First Republic.
2.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of
_____________
First Republic Bank, – to foreclose the Mortgage.
(xxiii) The Mortgage Loan was underwritten generally in accordance with either (i) the Sellers underwriting standards, (ii) in the case of a Mortgage Loan acquired from First Republic Bank, First Republic Banks underwriting standards or (iii) in the case of a Mortgage Loan acquired from a bulk seller, the related bulk sellers underwriting standards, in each case as
_____________
dt 1447366
;
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| 2002 |
Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (98K)
Doc #150479: Click preview link for longer preview.
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of November 1, 2002 (this Agreement), by and between THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation (the Mortgage Loan Seller), and STRUCTURED ASSET MORTGAGE INVESTMENTS INC., a Delaware corporation (the Purchaser).
Upon the terms and subject to the conditions of this Agreement, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase, certain hybrid and adjustable rate, first lien mortgage loans secured by one- to four-family residential properties (collectively, the Mortgage Loans) as described herein and as listed on Schedule B hereto (the Mortgage Loan Schedule). The Purchaser intends to sell the Mortgage Loans to Thornburg Mortgage Securities Trust 2002-4, a Delaware statutory trust (the Trust) created pursuant to a trust, pooling and servicing agreement, to be dated as of November 1, 2002 (the Trust, Pooling and Servicing Agreement), between the Purchaser, as seller, Wells Fargo Bank Minnesota, National Association, as master servicer and securities administrator, Deutsche Bank National Trust Company, as trustee (the Trustee), Deutsche Bank Trust Company Delaware, as Delaware trustee, and Thornburg Mortgage Home Loans, Inc. (Thornburg). Pursuant to the Trust, Pooling and Servicing Agreement, the Trust will issue its Mortgage Pass-Through Certificates, Series 2002-4 (the Certificates).
The Purchaser has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-3 (Number 333-68542) relating to its Mortgage Pass-Through Certificates and the offering of certain series thereof (including certain classes of the Certificates) from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (the Securities Act). Such registration statement, when it became effective under the Securities Act, and the prospectus relating to the public offering of certain classes of the Certificates by the Purchaser (the Public Offering), as from time to time each is amended or supplemented pursuant to the Securities Act or otherwise, are referred to herein as the Registration Statement and the Prospectus, respectively. The Prospectus Supplement shall mean that supplement, dated November 25, 2002 to the Prospectus, dated November 25, 2002 relating to certain classes of the Certificates. With respect to the Public Offering of certain classes of the Certificates, the Purchaser and Bear, Stearns & Co. Inc. (Bear Stearns) have entered into a terms agreement dated as of November 25, 2002 to an underwriting agreement dated June 25, 1996, between the Purchaser and Bear Stearns (collectively, the Underwriting Agreement) and with respect to the private placement of certain classes of Certificates (the Private Offering), the Purchaser and Bear Stearns have entered into a purchase agreement dated April 23, 1993, and a related terms agreement dated as of November 25, 2002 (collectively, the Purchase Agreement). In addition, the Purchaser has prepared a Confidential Private Placement Memorandum, dated November 25, 2002 (the PPM), containing information concerning the classes of Certificates related to the Private Offering.
Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:
SECTION 1. Definitions. Certain terms are defined herein. Capitalized terms used herein but not defined herein shall have the meanings specified in the Trust, Pooling and Servicing Agreement. The following other terms are defined as follows:
Acquisition Price: Cash in an amount equal to $870,860,295.64 (plus $2,657,160.05 in accrued interest).
Additional Collateral: With respect to any Additional Collateral Mortgage Loan, the marketable securities subject to a security interest pursuant to a related pledge agreement.
Additional Collateral Mortgage Loan: Each Mortgage Loan identified as such in the Mortgage Loan Schedule and as to which Additional Collateral is then required to be provided as security therefor.
Appraised Value: For any Mortgaged Property related to a Mortgage Loan, the amount, if any, set forth as the appraised value of such Mortgaged Property in any appraisal made for the mortgage originator in connection with its origination of the related Mortgage Loan.
Bear Stearns: Bear, Stearns & Co. Inc.
Convertible Mortgage Loan: Any Mortgage Loan which, at the option of the Mortgagor and in accordance with the terms of the related Mortgage Note, may have the related Mortgage Interest Rate converted from an adjustable rate to a fixed rate or any other rate offered at the time by the related originator.
Closing Date: November 26, 2002.
Code: The Internal Revenue Code of 1986, as amended.
Cooperative Corporation: The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.
150479
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
Thornburg Mortgage Home Loans, Inc – A
None of the above ratings has been lowered since the respective dates of such letters.
SCHEDULE B
MORTGAGE LOAN SCHEDULE
[Available from Thornburg Mortgage Home Loans, Inc . upon request]
_____________
dt 505290
;
McGraw-Hill Companies
As referenced in this Mortgage Loan Purchase Agreement:
McGraw-Hill Companies, Inc – the amount of the increase in the per annum rate set forth in the related Mortgage Note.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc ., or its successors in interest.
Securities Act: The Securities Act of 1933, as amended.
Security Agreement: With respect to any Cooperative Loan, the agreement between the owner of the
_____________
dt 1516308
;
|
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – as such in the Mortgage Loan Schedule, which provides for an increase in the Mortgage Interest Rate thereof in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae : Fannie Mae (also known as the Federal National Mortgage Association) or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any
_____________
Fannie Mae – in the Mortgage Loan Schedule, which provides for an increase in the Mortgage Interest Rate thereof in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association) or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any successor thereto.
_____________
Federal National Mortgage Association – provides for an increase in the Mortgage Interest Rate thereof in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association ) or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any successor thereto.
Loan-to-Value Ratio: With respect to any
_____________
Fannie Mae – has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagors cost and expense, and on the Mortgagors failure to do so, authorizes the
_____________
Fannie Mae – in business in such state without qualification, or (iv) not doing business in such state.
(xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located,
_____________
dt 1438283
;
DB Trust
As referenced in this Mortgage Loan Purchase Agreement:
Deutsche Bank Trust Co – Pooling and Servicing Agreement), between the Purchaser, as seller, Wells Fargo Bank Minnesota, National Association, as master servicer and securities administrator, Deutsche Bank National Trust Company, as trustee (the Trustee), Deutsche Bank Trust Co mpany Delaware, as Delaware trustee, and Thornburg Mortgage Home Loans, Inc. (Thornburg). Pursuant to the Trust, Pooling and Servicing Agreement, the Trust will issue its Mortgage Pass-Through Certificates, Series
_____________
dt 1390634
;
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| 2003 |
Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (110K)
Doc #1005318: Click preview link for longer preview.
MORTGAGE LOAN PURCHASE AGREEMENT
between
THORNBURG MORTGAGE HOME LOANS, INC.
as Mortgage Loan Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
as Purchaser
Dated as of
March 1, 2003
TABLE OF CONTENTS
SECTION 1.
Definitions
2
SECTION 2.
Purchase and Sale of the Mortgage Loans and Related Rights
7
SECTION 3.
Mortgage Loan Schedules
7
SECTION 4.
Mortgage Loan Transfer
8
SECTION 5.
Examination of Mortgage Files
8
SECTION 6.
Recordation of Assignments of Mortgage, Etc.
10
SECTION 7.
Representations and Warranties of Mortgage . . .
1005318
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC – Exhibit 99.1
EX-99 5 structure-ex991_041403.htm EXHIBIT 99.1
Exhibit 99.1
[EXECUTION COPY]
MORTGAGE LOAN PURCHASE AGREEMENT
between
THORNBURG MORTGAGE HOME LOANS, INC .
as Mortgage Loan Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
as Purchaser
Dated as of
March 1, 2003
TABLE OF CONTENTS
SECTION 1.
Definitions
2
SECTION 2.
Purchase and
_____________
THORNBURG MORTGAGE HOME LOANS, INC – Ratings for Each Class of Certificates
Schedule B
Mortgage Loan Schedule
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of March 1, 2003 (this "Agreement"), by and between THORNBURG MORTGAGE HOME LOANS, INC ., a Delaware corporation (the "Mortgage Loan Seller"), and STRUCTURED ASSET MORTGAGE INVESTMENTS INC., a Delaware corporation (the "Purchaser").
Upon the terms and subject to the conditions of this Agreement,
_____________
Thornburg Mortgage Home Loans, Inc – Wells Fargo Bank Minnesota, National Association, as master servicer and securities administrator, Deutsche Bank National Trust Company, as trustee (the "Trustee"), Deutsche Bank Trust Company Delaware, as Delaware trustee, and Thornburg Mortgage Home Loans, Inc . ("Thornburg"). Pursuant to the Trust, Pooling and Servicing Agreement, the Trust will issue its Mortgage Pass-Through Certificates, Series 2003-2 (the "Certificates").
The Purchaser has filed with the
_____________
Thornburg Mortgage Home Loans, Inc – demands, notices and communications hereunder shall be in writing but may be delivered by facsimile transmission subsequently confirmed in writing. Notices to the Mortgage Loan Seller shall be directed to Thornburg Mortgage Home Loans, Inc ., 150 Washington Avenue, Suite 302, Santa Fe, New Mexico, 87501, Attention: Deborah Burns, Vice PresidentMortgage Loan Securitization, and notices to the Purchaser shall be directed to Structured Asset Mortgage
_____________
THORNBURG MORTGAGE HOME LOANS,
INC – INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly authorized officers as of the date first above written.
THORNBURG MORTGAGE HOME LOANS,
INC ., as Mortgage Loan
Seller
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title: Vice President
STRUCTURED ASSET MORTGAGE
INVESTMENTS INC., as Purchaser
By:/s/ Baron Silverstein
Name: Baron
_____________
dt 1392423
;
McGraw-Hill Companies
As referenced in this Mortgage Loan Purchase Agreement:
McGraw-Hill Companies, Inc – the amount of the increase in the per annum rate set forth in the related Mortgage Note.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc . and its successor in interest.
Securities Act: The Securities Act of 1933, as amended.
Security Agreement: With respect to any Cooperative Loan, the agreement between the owner of the
_____________
dt 1517011
;
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
Thornburg Mortgage, Inc – its capacity as custodian under the Biparty Custodial Agreement dated June 26, 1997 between Deutsche Bank National Trust Company (formerly known as Bankers Trust Company of California N.A.) and Thornburg Mortgage, Inc . (formerly known as Thornburg Mortgage Asset Corporation), of the following Mortgage Loans:
Loan ID
600176445
600176617
600187987
600189588
600189632
600193817
600193951
Borrower Name
Jorge Rodriguez
John Tripp
Lee McPeak
_____________
dt 1350692
;
|
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – identified as such in the Mortgage Loan Schedule, which provides for an increase in the Mortgage Rate thereof in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae : Fannie Mae (also known as the Federal National Mortgage Association) or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any
_____________
Fannie Mae – such in the Mortgage Loan Schedule, which provides for an increase in the Mortgage Rate thereof in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association) or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any successor thereto.
_____________
Federal National Mortgage Association – which provides for an increase in the Mortgage Rate thereof in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association ) or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any successor thereto.
Lehman: Lehman Brothers Inc.
Loan-to-Value Ratio:
_____________
Fannie Mae – has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
_____________
Fannie Mae – 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 acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located,
_____________
dt 1438478
;
DB Trust
As referenced in this Mortgage Loan Purchase Agreement:
Deutsche Bank Trust Co – Pooling and Servicing Agreement"), between the Purchaser, as seller, Wells Fargo Bank Minnesota, National Association, as master servicer and securities administrator, Deutsche Bank National Trust Company, as trustee (the "Trustee"), Deutsche Bank Trust Co mpany Delaware, as Delaware trustee, and Thornburg Mortgage Home Loans, Inc. ("Thornburg"). Pursuant to the Trust, Pooling and Servicing Agreement, the Trust will issue its Mortgage Pass-Through Certificates, Series
_____________
dt 1390831
;
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| 2002 |
Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (98K)
Doc #1005370: Click preview link for longer preview.
EXHIBIT 99.1
Exhibit 99.1
Exhibit 99.1
MORTGAGE LOAN PURCHASE AGREEMENT
between
THORNBURG MORTGAGE HOME LOANS, INC.
as Mortgage Loan Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
as Purchaser
Dated as of
November 1, 2002
TABLE OF CONTENTS
SECTION 1.
Definitions
2
SECTION 2.
Purchase and Sale of the Mortgage Loans and Related Rights
6
SECTION 3.
Mortgage Loan Schedules
6
SECTION 4.
Mortgage Loan Transfer
7
SECTION 5.
Examination of Mortgage Files
7
SECTION 6.
Recordation of Assignments of Mortgage
9
SECTION 7. . . .
1005370
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC –
Exhibit 99.1
Exhibit 99.1
MORTGAGE LOAN PURCHASE AGREEMENT
between
THORNBURG MORTGAGE HOME LOANS, INC .
as Mortgage Loan Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
as Purchaser
Dated as of
November 1, 2002
TABLE OF CONTENTS
SECTION 1.
Definitions
2
SECTION 2.
Purchase and
_____________
THORNBURG MORTGAGE HOME LOANS, INC – Each Class of Certificates
Schedule B
Mortgage Loan Schedule
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of November 1, 2002 (this
“Agreement”), by and between THORNBURG MORTGAGE HOME LOANS, INC ., a
Delaware corporation (the “Mortgage Loan Seller”), and STRUCTURED
ASSET MORTGAGE INVESTMENTS INC., a Delaware corporation (the
“Purchaser”).
Upon the terms and subject to the
_____________
Thornburg Mortgage Home Loans,
Inc – Bank Minnesota,
National Association, as master servicer and securities administrator, Deutsche
Bank National Trust Company, as trustee (the “Trustee”), Deutsche Bank
Trust Company Delaware, as Delaware trustee, and Thornburg Mortgage Home Loans,
Inc . (“Thornburg”). Pursuant to the Trust, Pooling and Servicing
Agreement, the Trust will issue its Mortgage Pass-Through Certificates, Series
2002-4 (the “Certificates”).
The Purchaser
_____________
Thornburg Mortgage Home Loans, Inc – demands, notices and communications hereunder
shall be in writing but may be delivered by facsimile transmission subsequently
confirmed in writing. Notices to the Mortgage Loan Seller shall be directed to
Thornburg Mortgage Home Loans, Inc ., 150 Washington Avenue, Suite 302, Santa Fe,
New Mexico, 87501, Attention: Deborah Burns, Vice President—Mortgage Loan
Securitization, and notices to the Purchaser shall be directed to Structured
_____________
THORNBURG MORTGAGE HOME LOANS, INC – INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto
by their respective duly authorized officers as of the date first above written.
THORNBURG MORTGAGE HOME LOANS, INC .,
as Mortgage Loan Seller
By: /s/ DEBORAH J. BURNS
Name: Deborah J. Burns
Title: Vice President
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.,
as Purchaser
By: /s/ BARON SILVERSTEIN
Name: Baron
_____________
dt 1392428
;
McGraw-Hill Companies
As referenced in this Mortgage Loan Purchase Agreement:
McGraw-Hill
Companies, Inc – the amount of the increase in the per annum rate set forth in the
related Mortgage Note.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc ., or its successors in interest.
Securities Act: The Securities Act of 1933, as amended.
Security Agreement: With respect to any Cooperative Loan, the agreement
between the owner of the
_____________
dt 1517015
;
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – as such in the Mortgage Loan
Schedule, which provides for an increase in the Mortgage Interest Rate thereof
in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae : Fannie Mae (also known as the Federal National Mortgage Association)
or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage
Corporation) or any
_____________
Fannie Mae – in the Mortgage Loan
Schedule, which provides for an increase in the Mortgage Interest Rate thereof
in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association)
or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage
Corporation) or any successor thereto.
_____________
Federal National Mortgage Association – provides for an increase in the Mortgage Interest Rate thereof
in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association )
or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage
Corporation) or any successor thereto.
Loan-to-Value Ratio: With respect to any
_____________
Fannie Mae – has been made available) a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect which policy conforms to the
requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at Mortgagor’s cost and expense,
and on the Mortgagor’s failure to
_____________
Fannie Mae – 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 acceptable to Fannie Mae
or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
Mac and qualified to do business in the jurisdiction where the Mortgaged
Property is located,
_____________
dt 1438483
;
|
DB Trust
As referenced in this Mortgage Loan Purchase Agreement:
Deutsche Bank
Trust Co – Agreement”), between the Purchaser, as seller, Wells Fargo Bank Minnesota,
National Association, as master servicer and securities administrator, Deutsche
Bank National Trust Company, as trustee (the “Trustee”), Deutsche Bank
Trust Co mpany Delaware, as Delaware trustee, and Thornburg Mortgage Home Loans,
Inc. (“Thornburg”). Pursuant to the Trust, Pooling and Servicing
Agreement, the Trust will issue its Mortgage Pass-Through
_____________
dt 1390833
;
First Republic
As referenced in this Mortgage Loan Purchase Agreement:
First Republic Bank
– Documents.
EXHIBIT 2
LIST OF SERVICING AGREEMENTS
1.
Amended and Restated
Correspondent Loan Purchase Agreement, dated as of March 25, 2002 (the
“First Republic Agreement”), between Thornburg and First Republic Bank
(“First Republic Bank”), including the related Transfer Notice, dated
as of November 20, 2002, from Thornburg to First Republic.
2.
Amended and Restated
Correspondent Loan Purchase Agreement,
_____________
;First Republic Bank& – OF SERVICING AGREEMENTS
1.
Amended and Restated
Correspondent Loan Purchase Agreement, dated as of March 25, 2002 (the
“First Republic Agreement”), between Thornburg and First Republic Bank
(“;First Republic Bank& #148;), including the related Transfer Notice, dated
as of November 20, 2002, from Thornburg to First Republic.
2.
Amended and Restated
Correspondent Loan Purchase Agreement, dated as of March
_____________
dt 1447384
;
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| 2002 |
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EXHIBIT 99.1
EXHIBIT 99.1
EXHIBIT 99.1
MORTGAGE LOAN PURCHASE AGREEMENT
between
THORNBURG MORTGAGE HOME LOANS, INC.
as Mortgage Loan Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
as Purchaser
Dated as of
May 1, 2002
TABLE OF CONTENTS
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
SECTION 7.
SECTION 8.
SECTION 9.
SECTION 10.
SECTION 11.
SECTION 12.
SECTION 13.
SECTION 14.
SECTION 15.
SECTION 16.
SECTION 17.
SECTION 18.
SECTION 19.
SECTION 20.
SECTION 21.
SECTION 22.
SECTION 23.
SECTION 24.
SECTION 25.
SECTION . . .
1005419
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC –
EXHIBIT 99.1
EXHIBIT 99.1
MORTGAGE LOAN PURCHASE AGREEMENT
between
THORNBURG MORTGAGE HOME LOANS, INC .
as Mortgage Loan Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
as Purchaser
Dated as of
May 1, 2002
TABLE OF CONTENTS
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
_____________
THORNBURG MORTGAGE HOME LOANS, INC – Loans
Required Ratings for Each Class of Certificates
Mortgage Loan Schedule
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of May 1, 2002 (this "Agreement"), by
and between THORNBURG MORTGAGE HOME LOANS, INC ., a Delaware corporation (the
"Mortgage Loan Seller"), and STRUCTURED ASSET MORTGAGE INVESTMENTS INC., a
Delaware corporation (the "Purchaser").
Upon
the terms and subject to the conditions of this Agreement,
_____________
Thornburg
Mortgage Home Loans, Inc – Wells Fargo
Bank Minnesota, National Association, as master servicer and securities
administrator, Deutsche Bank National Trust Company, as trustee (the "Trustee"),
Deutsche Bank Trust Company Delaware, as Delaware trustee, and Thornburg
Mortgage Home Loans, Inc . ("Thornburg"). Pursuant to the Trust, Pooling and
Servicing Agreement, the Trust will issue its Mortgage Pass-Through
Certificates, Series 2002-2 (the "Certificates").
The
Purchaser has filed with the
_____________
Thornburg Mortgage Home Loans, Inc – demands, notices and communications hereunder
shall be in writing but may be delivered by facsimile transmission subsequently
confirmed in writing. Notices to the Mortgage Loan Seller shall be directed to
Thornburg Mortgage Home Loans, Inc ., 150 Washington Avenue, Suite 302, Santa Fe,
New Mexico, Attention: Deborah Burns, Vice President—Mortgage Loan
Securitization, and notices to the Purchaser shall be directed to Structured
Asset
_____________
THORNBURG MORTGAGE HOME
LOANS, INC – INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto
by their respective duly authorized officers as of the date first above
written.
THORNBURG MORTGAGE HOME
LOANS, INC ., as Mortgage Loan Seller
By: /s/ Deborah Burns
Name: Deborah Burns
Title: Vice President
STRUCTURED ASSET MORTGAGE
INVESTMENTS INC., as Purchaser
By: /s/ Baron Silverstein
Name: Baron Silverstein
Title:
_____________
dt 1392431
;
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – as such in the Mortgage Loan
Schedule, which provides for an increase in the Mortgage Interest Rate thereof
in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae : Fannie Mae (also known as the Federal National Mortgage Association)
or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage
Corporation) or any
_____________
Fannie Mae – in the Mortgage Loan
Schedule, which provides for an increase in the Mortgage Interest Rate thereof
in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association)
or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage
Corporation) or any successor thereto.
_____________
Federal National Mortgage Association – provides for an increase in the Mortgage Interest Rate thereof
in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association )
or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage
Corporation) or any successor thereto.
Loan-to-Value Ratio: With respect to any
_____________
Fannie Mae – has
been made available) a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration is in effect which
policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage
obligates the Mortgagor thereunder to maintain all such insurance at
Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
_____________
Fannie Mae – 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
acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to
Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where
the Mortgaged Property is located,
_____________
dt 1438489
;
DB Trust
As referenced in this Mortgage Loan Purchase Agreement:
Deutsche Bank Trust Co – Pooling and Servicing Agreement"), between the Purchaser, as seller, Wells Fargo
Bank Minnesota, National Association, as master servicer and securities
administrator, Deutsche Bank National Trust Company, as trustee (the "Trustee"),
Deutsche Bank Trust Co mpany Delaware, as Delaware trustee, and Thornburg
Mortgage Home Loans, Inc. ("Thornburg"). Pursuant to the Trust, Pooling and
Servicing Agreement, the Trust will issue its Mortgage Pass-Through
Certificates, Series
_____________
dt 1390835
;
|
First Republic
As referenced in this Mortgage Loan Purchase Agreement:
First
Republic Bank – as of May 30, 2002, from Thornburg
to Charter.
2.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March
25, 2002 (the "First Republic Agreement"), between Thornburg and First
Republic Bank ("First Republic Bank"), including the related Transfer
Notice, dated as of May 30, 2002, from Thornburg to First Republic.
3.
Amended and Restated Correspondent Loan Purchase Agreement, dated as
_____________
"First Republic Bank" – 30, 2002, from Thornburg
to Charter.
2.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March
25, 2002 (the "First Republic Agreement"), between Thornburg and First
Republic Bank ("First Republic Bank" ), including the related Transfer
Notice, dated as of May 30, 2002, from Thornburg to First Republic.
3.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March
25,
_____________
dt 1447386
;
Freddie Mac
As referenced in this Mortgage Loan Purchase Agreement:
Freddie Mac: – Rate thereof
in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association)
or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage
Corporation) or any successor thereto.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the fraction, expressed
as
_____________
Freddie Mac – in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association)
or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage
Corporation) or any successor thereto.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the fraction, expressed
as a percentage,
_____________
Freddie Mac. – available) a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration is in effect which
policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage
obligates the Mortgagor thereunder to maintain all such insurance at
Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder
_____________
Freddie Mac, – 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
acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to
Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where
the Mortgaged Property is located, insuring (subject to
_____________
Freddie Mac – The Mortgage Loan is covered by an ALTA lender's title insurance policy
acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to
Fannie Mae or Freddie 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 originator or the
_____________
dt 1328237
;
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MORTGAGE LOAN PURCHASE AGREEMENT
between
THORNBURG MORTGAGE HOME LOANS, INC.
as Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
as Purchaser
Dated as of
December 1, 2005
TABLE OF CONTENTS
SECTION 1.
Definitions
2
SECTION 2.
Purchase and Sale of the Mortgage Loans and Related Rights
7
SECTION 3.
Mortgage Loan Schedules
7
SECTION 4.
Mortgage Loan Transfer
8
SECTION 5.
Examination of Mortgage Files
8
SECTION 6.
Recordation of Assignments of Mortgage, Etc.
10
SECTION 7.
Representations and Warranties of the Seller . . .
2299797
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC – Exhibit 99.1
EX-99 3 sami-ex991_010306.htm EXHIBIT 99.1
MORTGAGE LOAN PURCHASE AGREEMENT
between
THORNBURG MORTGAGE HOME LOANS, INC .
as Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
as Purchaser
Dated as of
December 1, 2005
TABLE OF CONTENTS
SECTION 1.
Definitions
2
SECTION 2.
Purchase and Sale
_____________
THORNBURG MORTGAGE HOME LOANS, INC – of Certificates
A-1
Schedule B
Mortgage Loan Schedule
B-1
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of December 1, 2005 (this "Agreement"), by and between THORNBURG MORTGAGE HOME LOANS, INC ., a Delaware corporation (the "Seller" or "Thornburg"), and STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., a Delaware corporation (the "Purchaser").
Upon the terms and subject to the conditions of this
_____________
Thornburg Mortgage Home Loans, Inc – Notices. All demands, notices and communications hereunder shall be in writing but may be delivered by facsimile transmission subsequently confirmed in writing. Notices to the Seller shall be directed to Thornburg Mortgage Home Loans, Inc ., 150 Washington Avenue, Suite 302, Santa Fe, New Mexico, 87501, Attention: Deborah Burns, Vice PresidentMortgage Loan Securitization, and notices to the Purchaser shall be directed to Structured Asset Mortgage
_____________
THORNBURG MORTGAGE HOME
LOANS, INC – INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly authorized officers as of the date first above written.
THORNBURG MORTGAGE HOME
LOANS, INC ., as Seller
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title: Vice President
STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC., as Purchaser
By: /s/ Baron Silverstein
Name: Baron Silverstein
_____________
Thornburg Mortgage Home Loans, Inc – of December 17, 2004, from Thornburg, as seller, to Thornburg, as servicer, and Cenlar, as sub-servicer.
4.
Reconstituted Servicing Agreement dated as of December 1, 2005, by and among Thornburg Mortgage Home Loans, Inc ., a Delaware corporation , Countrywide Home Loans, Inc., as servicer, U.S. Bank National Association, as Trustee, and acknowledged by Wells Fargo Bank, N.A., as master servicer.
5.
Reconstituted
_____________
dt 1580918
;
McGraw-Hill Companies
As referenced in this Mortgage Loan Purchase Agreement:
McGraw-Hill Companies, Inc – the amount of the increase in the per annum rate set forth in the related Mortgage Note.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc ., or its successors in interest.
Securities Act: The Securities Act of 1933, as amended.
Security Agreement: With respect to any Cooperative Loan, the agreement between the owner of the
_____________
dt 1520550
;
|
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – identified as such in the Mortgage Loan Schedule, which provides for an increase in the Mortgage Rate thereof in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae : Fannie Mae (also known as the Federal National Mortgage Association) or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any
_____________
Fannie Mae – such in the Mortgage Loan Schedule, which provides for an increase in the Mortgage Rate thereof in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association) or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any successor thereto.
_____________
Federal National Mortgage Association – which provides for an increase in the Mortgage Rate thereof in the event of the change of employment of the Mortgagor thereunder.
Fannie Mae: Fannie Mae (also known as the Federal National Mortgage Association ) or any successor thereto.
Freddie Mac: Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any successor thereto.
Loan-to-Value Ratio: With respect to any
_____________
Fannie Mae – has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
_____________
Fannie Mae – 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 Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located,
_____________
dt 1606586
;
BofA
As referenced in this Mortgage Loan Purchase Agreement:
Bank of America, Na – by Wells Fargo Bank, N.A., as master servicer.
7.
Reconstituted Servicing Agreement dated as of December 1, 2005, by and among Thornburg Mortgage Home Loans, Inc., a Delaware corporation, Bank of America, Na tional Association, as servicer, U.S. Bank National Association, as Trustee, and acknowledged by Wells Fargo Bank, N.A., as master servicer.
EXHIBIT 2
MORTGAGE LOAN SCHEDULE INFORMATION
The Preliminary
_____________
dt 1558375
;
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| 2004 |
Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (100K)
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MORTGAGE LOAN PURCHASE AGREEMENT
between
THORNBURG MORTGAGE HOME LOANS, INC.
as Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
as Purchaser
Dated as of
March 1, 2004
TABLE OF CONTENTS
SECTION 1. DEFINITIONS.......... . . .
2299893
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}5
{FILENAME}structure-ex991_041304.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
[Execution Copy]
MORTGAGE LOAN PURCHASE AGREEMENT
between
THORNBURG MORTGAGE HOME LOANS, INC .
as Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
as Purchaser
Dated as of
March 1, 2004
{PAGE}
TABLE OF CONTENTS
SECTION 1. DEFINITIONS.....................................................1
SECTION 2. PURCHASE AND
_____________
THORNBURG MORTGAGE HOME LOANS, INC – for Each Class of Certificates
Schedule B Mortgage Loan Schedule
{PAGE}
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of March 1, 2004 (this
"Agreement"), by and between THORNBURG MORTGAGE HOME LOANS, INC ., a Delaware
corporation (the "Seller" or "Thornburg"), and STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC., a Delaware corporation (the "Purchaser").
Upon the terms and subject to the conditions of this
_____________
Thornburg
Mortgage Home Loans, Inc – NOTICES. All demands, notices and communications hereunder
shall be in writing but may be delivered by facsimile transmission subsequently
confirmed in writing. Notices to the Seller shall be directed to Thornburg
Mortgage Home Loans, Inc ., 150 Washington Avenue, Suite 302, Santa Fe, New
Mexico, 87501, Attention: Deborah Burns, Vice President--Mortgage Loan
Securitization, and notices to the Purchaser shall be directed to Structured
Asset
_____________
THORNBURG MORTGAGE HOME LOANS,
INC – LEFT BLANK]
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective duly authorized officers as of the date first above
written.
THORNBURG MORTGAGE HOME LOANS,
INC ., as Seller
By: /S/ DEBORAH J. BURNS
--------------------
Name: Deborah J. Burns
Title: Vice President
STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC., as
Purchaser
By: /S/ MARY P. HAGGERTY
--------------------
Name: Mary
_____________
dt 1580923
;
Bear, Stearns
As referenced in this Mortgage Loan Purchase Agreement:
Bear, Stearns & Co – set forth as the appraised value of such Mortgaged Property in
any appraisal made for the mortgage originator in connection with its
origination of the related Mortgage Loan.
BEAR STEARNS: Bear, Stearns & Co . Inc.
CONVERTIBLE MORTGAGE LOAN: Any Mortgage Loan which, at the option of the
Mortgagor and in accordance with the terms of the related Mortgage Note, may
have the related
_____________
dt 1573120
;
McGraw-Hill Companies
As referenced in this Mortgage Loan Purchase Agreement:
McGraw-Hill
Companies, Inc – its
affiliates, the amount of the increase in the per annum rate set forth in the
related Mortgage Note.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc ., or its successors in interest.
SECURITIES ACT: The Securities Act of 1933, as amended.
SECURITY AGREEMENT: With respect to any Cooperative Loan, the agreement
between the owner of the
_____________
dt 1520555
;
|
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
FANNIE MAE – identified as such in the Mortgage Loan
Schedule, which provides for an increase in the Mortgage Rate thereof in the
event of the change of employment of the Mortgagor thereunder.
FANNIE MAE : Fannie Mae (also known as the Federal National Mortgage
Association) or any successor thereto.
FREDDIE MAC: Freddie Mac (also known as the Federal Home Loan Mortgage
Corporation) or any
_____________
Fannie Mae – such in the Mortgage Loan
Schedule, which provides for an increase in the Mortgage Rate thereof in the
event of the change of employment of the Mortgagor thereunder.
FANNIE MAE: Fannie Mae (also known as the Federal National Mortgage
Association) or any successor thereto.
FREDDIE MAC: Freddie Mac (also known as the Federal Home Loan Mortgage
Corporation) or any successor thereto.
_____________
Federal National Mortgage
Association – which provides for an increase in the Mortgage Rate thereof in the
event of the change of employment of the Mortgagor thereunder.
FANNIE MAE: Fannie Mae (also known as the Federal National Mortgage
Association ) or any successor thereto.
FREDDIE MAC: Freddie Mac (also known as the Federal Home Loan Mortgage
Corporation) or any successor thereto.
LOAN-TO-VALUE RATIO: With respect to any
_____________
Fannie Mae – has been made available) a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements
of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at Mortgagor's cost and
expense, and on the Mortgagor's failure to do so,
_____________
Fannie Mae – 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 acceptable to Fannie Mae or Freddie Mac, issued by a title
insurer acceptable to Fannie Mae or Freddie Mac and qualified to do
business in the jurisdiction where the Mortgaged Property is located,
_____________
dt 1606594
;
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Mortgage Loan Purchase Agreement
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GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of January 1, 2006
Hybrid Mortgage Loans
Thornburg Mortgage Securities Trust 2006-1
Table of Contents
Page
ARTICLE I. DEFINITIONS AND SCHEDULES
1
Section 1.01.
Definitions
1
ARTICLE II. SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE . . .
2358704
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC –
EX-4.2 3 v035889_ex4-2.htm
EXECUTION
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of January 1, 2006
Hybrid Mortgage Loans
Thornburg Mortgage Securities Trust 2006-1
Table of Contents
Page
ARTICLE I. DEFINITIONS AND
_____________
Thornburg Mortgage Home Loans, Inc – Sellers Representations and Warranties Relating to Mortgage Loans.
III-1
i
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of January 1, 2006 (the Agreement), is made and entered into between Thornburg Mortgage Home Loans, Inc . (the Seller) and Greenwich Capital Acceptance, Inc. (the Purchaser).
WITNESSETH
WHEREAS, the Seller is the owner of the notes or other evidence of indebtedness (the Mortgage Notes) so indicated
_____________
Thornburg Mortgage Home Loans, Inc – 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:
Thornburg Mortgage Home Loans, Inc .
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Attention: Deborah Burns
6
or such other address as may hereafter be furnished to the Purchaser in writing by
_____________
THORNBURG MORTGAGE HOME LOANS, INC – officers thereunto duly authorized as of the day and year first above written.
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
By: /s/ Shakti Radhakishun
Name: Shakti Radhakishun
Title: Senior Vice President
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title: Senior Vice President
STATE OF CONNECTICUT )
)ss.:
COUNTY OF FAIRFIELD )
On the 26th day of January, 2006
_____________
THORNBURG MORTGAGE HOME LOANS, INC – 30th day of January, 2006 before me, a notary public in and for said State, personally appeared Deborah J. Burns, known to me to be a Senior Vice President of THORNBURG 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
_____________
dt 1580926
;
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagors cost and expense, and on the Mortgagors failure to do so, authorizes the
_____________
Fannie Mae – such state without qualification, or (iv) not doing business in such state.
(xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located,
_____________
Fannie Mae – xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie 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)
_____________
Fannie Mae – subsidiary of the Seller or was purchased by the Seller from a third party and the originator of each Mortgage Loan, was, at the time of origination, (A) (1) a Fannie Mae -approved or Freddie 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
_____________
Fannie Mae – defaults under a Primary Mortgage Insurance Policy issued by a primary mortgage insurer licensed to do business in the state in which the Mortgaged Property is located and acceptable to Fannie Mae or Freddie Mac as of the Closing Date, so as to reduce the Mortgagees exposure in accordance with the standards of Fannie Mae or Freddie Mac and applicable law.
_____________
dt 1608970
;
|
BofA
As referenced in this Mortgage Loan Purchase Agreement:
Bank of America, Na – acknowledged by Wells Fargo, as master servicer, and LaSalle, as trustee, relating to the Amended and Restated Master Sellers Warranties and Servicing Agreement dated as of December 1, 2005, between Bank of America, Na tional Association (BofA) and Wells Fargo, as amended by the Assignment, Assumption and Recognition Agreement dated as of January 26, 2006, among BofA, Wells Fargo and Thornburg.
6.
Reconstituted Servicing
_____________
dt 1558385
;
First Republic
As referenced in this Mortgage Loan Purchase Agreement:
First Republic Bank – I-1
SCHEDULE II
LIST OF SERVICING AGREEMENTS
1.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 25, 2002, between Thornburg Mortgage Home Loans, Inc. (Thornburg) and First Republic Bank (First Republic), including the related Transfer Notice, dated as of January 31, 2006, from Thornburg to First Republic.
2.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of
_____________
First Republic Bank, – Wells Fargo Bank, N.A.s underwriting standards described in the Preliminary Prospectus Supplement and the Final Prospectus Supplement or (F) in the case of a Mortgage Loan originated by First Republic Bank, the underwriting standards of First Republic Bank.
(xxiv)
The mortgage file in possession of the related Servicer contains an appraisal of the related Mortgaged Property by a qualified appraiser,
_____________
First Republic Bank. – standards described in the Preliminary Prospectus Supplement and the Final Prospectus Supplement or (F) in the case of a Mortgage Loan originated by First Republic Bank, the underwriting standards of First Republic Bank.
(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 originator of the
_____________
dt 1447409
;
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EXECUTION
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of August 1, 2002
Adjustable-Rate Mortgage Loans
Thornburg Mortgage Securities Trust 2002-3
Table of Contents
. . .
2377553
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC – Exhibit 4.2
EX-4 5 m2911.htm EXHIBIT 4.2 - MORTGAGE LOAN PURCHASE AGREEMENT
EXECUTION
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of August 1, 2002
Adjustable-Rate Mortgage Loans
Thornburg Mortgage Securities Trust 2002-3
Table of Contents
Page
ARTICLE I. DEFINITIONS
_____________
Thornburg Mortgage Home Loans, Inc – Seller's Representations and Warranties Relating to Mortgage Loans
III-1
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of August 1, 2002 (the "Agreement"), is made and entered into between Thornburg Mortgage Home Loans, Inc . (the "Seller") and Greenwich Capital Acceptance, Inc. (the "Purchaser").
W I T N E S S E T H
WHEREAS, the Seller is the owner of the notes or
_____________
Thornburg Mortgage Home Loans, Inc – 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:
Thornburg Mortgage Home Loans, Inc .
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Attention: Deborah Burns
or such other address as may hereafter be furnished to the Purchaser in writing by the
_____________
Thornburg Mortgage Home Loans, Inc – by the Seller.
if to the Purchaser:
Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Attention: Legal Department
or such other address as may hereafter be furnished to Thornburg Mortgage Home Loans, Inc . in writing by the Purchaser.
Section 7.04.
Severability of Provisions. If any one or more of the covenants, agreements, provisions of terms of this Agreement shall be held
_____________
THORNBURG MORTGAGE HOME LOANS, INC – respective officers thereunto duly authorized as of the day and year first above written.
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
By: /s/Shaki Radhakishun
Name: Shakti Radhakishun
Title: Vice President
THORNBURG MORTGAGE HOME LOANS, INC .
as Seller
By: /s/Deborah J. Burns
Name: Deborah J. Burns
Title: Vice President
STATE OF CONNECTICUT
)
)ss.:
COUNTY OF FAIRFIELD
)
On the 28th day of August, 2002 before
_____________
dt 1580930
;
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
_____________
Fannie Mae – 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 acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located,
_____________
Fannie Mae – such state.
(xv)
The Mortgage Loan is covered by an ALTA lender's title insurance policy acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie 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)
_____________
Fannie Mae – by the Seller or a subsidiary of the Seller or was purchased by the Seller from a third party, each of which was, at the time of origination, (A) a Fannie Mae -approved or Freddie Mac-approved seller/servicer and (B) a U.S. Department of Housing and Development approved mortgage banker, or a savings and loan association, a savings bank,
_____________
Fannie Mae – to payment defaults under a Primary Insurance Policy issued by primary mortgage insurer licensed to do business in the state in which the Mortgaged Property is located and acceptable to Fannie Mae or Freddie Mac as of the Closing Date, so as to reduce the Mortgagee's exposure in accordance with the standards of Fannie Mae and applicable law. All provisions
_____________
dt 1608983
;
|
DB Trust
As referenced in this Mortgage Loan Purchase Agreement:
Deutsche Bank Trust Co – of August 1, 2002 (the "Pooling and Servicing Agreement") among the Purchaser, as depositor, the Seller, as seller, Wells Fargo Bank Minnesota, National Association, as master servicer and securities administrator, Deutsche Bank Trust Co mpany Delaware, as Delaware trustee and Deutsche Bank National Trust Company, as trustee (in such capacity, the "Trustee"), the Purchaser will convey the Mortgage Loans to Thornburg Mortgage Securities Trust
_____________
dt 1580667
;
First Republic
As referenced in this Mortgage Loan Purchase Agreement:
First Republic Bank – and Servicing Agreement]
SCHEDULE II
LIST OF SERVICING AGREEMENTS
1.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 25, 2002 (the "First Republic Agreement"), between Thornburg and First Republic Bank ("First Republic Bank"), including the related Transfer Notice, dated as of August 21, 2002, from Thornburg to First Republic.
2.
Amended and Restated Correspondent Loan Purchase Agreement, dated as
_____________
"First Republic Bank" – SCHEDULE II
LIST OF SERVICING AGREEMENTS
1.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 25, 2002 (the "First Republic Agreement"), between Thornburg and First Republic Bank ("First Republic Bank" ), including the related Transfer Notice, dated as of August 21, 2002, from Thornburg to First Republic.
2.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 25,
_____________
dt 1447415
;
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Mortgage Loan Purchase Agreement (53K)
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STRUCTURED ASSET SECURITIES CORPORATION,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of July 1, 2006
Adjustable Rate and Hybrid Mortgage Loans
Thornburg Mortgage Securities Trust 2006-4
Table of Contents
Page
ARTICLE I. DEFINITIONS AND SCHEDULES
1
Section 1.01. Definitions
1
. . .
2447229
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC –
EX-4.2 3 v051244_ex4-2.htm
STRUCTURED ASSET SECURITIES CORPORATION,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of July 1, 2006
Adjustable Rate and Hybrid Mortgage Loans
Thornburg Mortgage Securities Trust 2006-4
Table of Contents
Page
ARTICLE
_____________
Thornburg Mortgage Home Loans, Inc – Sellers Representations and Warranties Relating to Mortgage Loans.
III-1
i
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of July 1, 2006 (the Agreement), is made and entered into between Thornburg Mortgage Home Loans, Inc . (the Seller) and Structured Asset Securities Corporation (the Purchaser).
W I T N E S S E T H
WHEREAS, the Seller is the owner of the notes or
_____________
Thornburg Mortgage Home Loans, Inc – 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:
Thornburg Mortgage Home Loans, Inc .
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Attention: Deborah J. Burns
or such other address as may hereafter be furnished to the Purchaser in writing by
_____________
THORNBURG MORTGAGE HOME LOANS, INC – respective officers thereunto duly authorized as of the day and year first above written.
STRUCTURED ASSET SECURITIES CORPORATION,
as Purchaser
By: /s/ Mary Stone
Name: Mary Stone
Title: Vice President
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title: Senior Vice President
STATE OF NEW YORK
)
)ss.:
COUNTY OF __________
)
On the ___ day of August,
_____________
THORNBURG MORTGAGE HOME LOANS, INC – ____ day of August, 2006 before me, a notary public in and for said State, personally appeared Deborah J. Burns, known to me to be a Senior Vice President of THORNBURG 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
_____________
dt 1580936
;
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagors cost and expense, and on the Mortgagors failure to do so, authorizes
_____________
Fannie Mae – such state without qualification, or (iv) not doing business in such state.
(xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located,
_____________
Fannie Mae – xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie 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)
_____________
Fannie Mae – subsidiary of the Seller or was purchased by the Seller from a third party and the originator of each Mortgage Loan, was, at the time of origination, (A) (1) a Fannie Mae -approved or Freddie 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
_____________
Fannie Mae – defaults under a primary mortgage insurance policy issued by a primary mortgage insurer licensed to do business in the state in which the Mortgaged Property is located and acceptable to Fannie Mae or Freddie Mac as of the Closing Date, so as to reduce the mortgagees exposure in accordance with the standards of Fannie Mae or Freddie Mac and applicable law.
_____________
dt 1609065
;
|
BofA
As referenced in this Mortgage Loan Purchase Agreement:
Bank of America, Na – 2006-4, and acknowledged by Wells Fargo, as master servicer, relating to the Second Amended and Restated Master Sellers Warranties and Servicing Agreement dated as of May 1, 2006, between Bank of America, Na tional Association (B of A) and Wells Fargo, as amended by the Assignment, Assumption and Recognition Agreement dated as of July 25, 2006, among B of A, Wells Fargo and
_____________
dt 1558393
;
First Republic
As referenced in this Mortgage Loan Purchase Agreement:
First Republic Bank – Thornburg, as servicer, and Cenlar, as sub-servicer.
2.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 25, 2002, between Thornburg Mortgage Home Loans, Inc. (Thornburg) and First Republic Bank (First Republic), including the related Transfer Notice, dated July 26, 2006, from Thornburg to First Republic.
3.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 27,
_____________
First Republic Bank, – in accordance with either (A) the Sellers 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 or (C) in the case of a Mortgage Loan originated by a bulk seller, the underwriting standards of the related bulk seller
_____________
First Republic Bank – 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 or (C) in the case of a Mortgage Loan originated by a bulk seller, the underwriting standards of the related bulk seller or a third party originators underwriting guidelines.
III-
_____________
dt 1611131
;
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EXECUTION
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of June 1, 2006
Adjustable Rate and Hybrid Mortgage Loans
Thornburg Mortgage Securities Trust 2006-3
Table of Contents
Page
ARTICLE I. DEFINITIONS AND SCHEDULES
1
Section 1.01.
Definitions
1
ARTICLE II. SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
2
Section 2.01.
Sale of Mortgage Loans
2
Section 2.02.
Obligations of the Seller Upon Sale
2
Section 2.03.
Payment of Purchase Price for the . . .
2482769
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC – Exhibit 4.2
EX-4 3 exhibit42.htm EXHIBIT 4.2
EXECUTION
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of June 1, 2006
Adjustable Rate and Hybrid Mortgage Loans
Thornburg Mortgage Securities Trust 2006-3
Table of Contents
Page
ARTICLE
_____________
Thornburg Mortgage Home Loans, Inc – III:
Sellers Representations and Warranties Relating to Mortgage Loans.
III-1
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of June 1, 2006 (the Agreement), is made and entered into between Thornburg Mortgage Home Loans, Inc . (the Seller) and Greenwich Capital Acceptance, Inc. (the Purchaser).
W I T N E S S E T H
WHEREAS, the Seller is the owner of the notes or
_____________
Thornburg Mortgage Home Loans, Inc – 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:
Thornburg Mortgage Home Loans, Inc .
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Attention: Deborah J. Burns
or such other address as may hereafter be furnished to the Purchaser in writing by
_____________
THORNBURG MORTGAGE HOME LOANS, INC – officers thereunto duly authorized as of the day and year first above written.
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
By: /s/ Shakti Radhakishun
Name: Shakti Radhakishun
Title: Senior Vice President
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title: Senior Vice President
STATE OF CONNECTICUT
)
)ss.:
COUNTY OF FAIRFIELD
)
On the ___ day of June, 2006
_____________
THORNBURG MORTGAGE HOME LOANS, INC – ____ day of June, 2006 before me, a notary public in and for said State, personally appeared Deborah J. Burns, known to me to be a Senior Vice President of THORNBURG 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
_____________
dt 1580939
;
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagors cost and expense, and on the Mortgagors failure to do so, authorizes the
_____________
Fannie Mae – such state without qualification, or (iv) not doing business in such state.
(xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located,
_____________
Fannie Mae – xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie 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)
_____________
Fannie Mae – subsidiary of the Seller or was purchased by the Seller from a third party and the originator of each Mortgage Loan, was, at the time of origination, (A) (1) a Fannie Mae -approved or Freddie 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
_____________
Fannie Mae – defaults under a Primary Mortgage Insurance Policy issued by a primary mortgage insurer licensed to do business in the state in which the Mortgaged Property is located and acceptable to Fannie Mae or Freddie Mac as of the Closing Date, so as to reduce the Mortgagees exposure in accordance with the standards of Fannie Mae or Freddie Mac and applicable law.
_____________
dt 1609073
;
|
First Republic
As referenced in this Mortgage Loan Purchase Agreement:
First Republic Bank – Thornburg, as servicer, and Cenlar, as sub-servicer.
2.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 25, 2002, between Thornburg Mortgage Home Loans, Inc. (Thornburg) and First Republic Bank (First Republic), including the related Transfer Notice, dated June 20, 2006, from Thornburg to First Republic.
3.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 27,
_____________
First Republic Bank, – case of a Mortgage Loan originated by Countrywide Home Loans, Inc., the underwriting standards of Countrywide Home Loans, Inc. or (C) in the case of a Mortgage Loan originated by First Republic Bank, the underwriting standards of First Republic Bank.
(xxiv)
The mortgage file in possession of the related Servicer contains an appraisal of the related Mortgaged Property by a qualified appraiser,
_____________
First Republic Bank. – Countrywide Home Loans, Inc., the underwriting standards of Countrywide Home Loans, Inc. or (C) in the case of a Mortgage Loan originated by First Republic Bank, the underwriting standards of First Republic Bank.
(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 originator of the
_____________
dt 1611134
;
Freddie Mac
As referenced in this Mortgage Loan Purchase Agreement:
Freddie Mac. – available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagors cost and expense, and on the Mortgagors failure to do so, authorizes the holder of the
_____________
Freddie Mac, – qualification, or (iv) not doing business in such state.
(xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to
_____________
Freddie Mac – Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie 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 originator or the
_____________
Freddie Mac- – or was purchased by the Seller from a third party and the originator of each Mortgage Loan, was, at the time of origination, (A) (1) a Fannie Mae-approved or Freddie 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
_____________
Freddie Mac – Primary Mortgage Insurance Policy issued by a primary mortgage insurer licensed to do business in the state in which the Mortgaged Property is located and acceptable to Fannie Mae or Freddie Mac as of the Closing Date, so as to reduce the Mortgagees exposure in accordance with the standards of Fannie Mae or Freddie Mac and applicable law. All provisions of such
_____________
dt 1640087
;
Wells Fargo Bank
As referenced in this Mortgage Loan Purchase Agreement:
Wells Fargo Bank, N – to the terms of that certain Pooling and Servicing Agreement dated as of June 1, 2006 (the Pooling and Servicing Agreement) among the Purchaser, as depositor, the Seller, as seller, Wells Fargo Bank, N .A., as master servicer and securities administrator, Wilmington Trust Company, as Delaware trustee and LaSalle Bank National Association, as trustee (in such capacity, the Trustee), the Purchaser will convey
_____________
Wells Fargo Bank, N – Reconstituted Servicing Agreement, dated as of March 1, 2006, by and among Thornburg, Countrywide Home Loans Servicing LP (Countrywide), as servicer, LaSalle Bank National Association, as trustee, and acknowledged by Wells Fargo Bank, N .A., as master servicer, and the related Transfer Notice, dated June 20, 2006 from Thornburg to Countrywide, related to the Master Mortgage Loan Purchase and Servicing Agreement between Thornburg
_____________
dt 1669318
|
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| 2006 |
Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (52K)
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EXECUTION
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of March 1, 2006
Adjustable Rate and Hybrid Mortgage Loans
Thornburg Mortgage Securities Trust 2006-2
Table of Contents
Page
ARTICLE I. DEFINITIONS AND SCHEDULES
1
Section 1.01.
Definitions
1
ARTICLE II. SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
2
Section 2.01.
Sale of Mortgage Loans
2
Section 2.02.
Obligations of the Seller Upon Sale
2
Section 2.03.
Payment of Purchase Price . . .
2494759
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC – Exhibit 4.2
EX-4 3 exhibit42.htm EXHIBIT 4.2
EXECUTION
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of March 1, 2006
Adjustable Rate and Hybrid Mortgage Loans
Thornburg Mortgage Securities Trust 2006-2
Table of Contents
Page
ARTICLE
_____________
Thornburg Mortgage Home Loans, Inc – III:
Sellers Representations and Warranties Relating to Mortgage Loans.
III-1
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of March 1, 2006 (the Agreement), is made and entered into between Thornburg Mortgage Home Loans, Inc . (the Seller) and Credit Suisse First Boston Mortgage Securities Corp. (the Purchaser).
W I T N E S S E T H
WHEREAS, the Seller is the owner of
_____________
Thornburg Mortgage Home Loans, Inc – 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:
Thornburg Mortgage Home Loans, Inc .
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Attention: Deborah Burns
or such other address as may hereafter be furnished to the Purchaser in writing by the
_____________
THORNBURG MORTGAGE HOME LOANS, INC – duly authorized as of the day and year first above written.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as Purchaser
By: /s/ Kevin Steele
Name: Kevin Steele
Title: Vice President
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title: Senior Vice President
STATE OF NEW YORK
)
)ss.:
COUNTY OF
)
On the ___ day of March, 2006
_____________
THORNBURG MORTGAGE HOME LOANS, INC – ____ day of March, 2006 before me, a notary public in and for said State, personally appeared Deborah J. Burns, known to me to be a Senior Vice President of THORNBURG 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
_____________
dt 1580941
;
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagors cost and expense, and on the Mortgagors failure to do so, authorizes the
_____________
Fannie Mae – such state without qualification, or (iv) not doing business in such state.
(xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located,
_____________
Fannie Mae – xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie 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)
_____________
Fannie Mae – subsidiary of the Seller or was purchased by the Seller from a third party and the originator of each Mortgage Loan, was, at the time of origination, (A) (1) a Fannie Mae -approved or Freddie 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
_____________
Fannie Mae – defaults under a Primary Mortgage Insurance Policy issued by a primary mortgage insurer licensed to do business in the state in which the Mortgaged Property is located and acceptable to Fannie Mae or Freddie Mac as of the Closing Date, so as to reduce the Mortgagees exposure in accordance with the standards of Fannie Mae or Freddie Mac and applicable law.
_____________
dt 1609092
;
|
CSFB Mortgage
As referenced in this Mortgage Loan Purchase Agreement:
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. – Exhibit 4.2
EX-4 3 exhibit42.htm EXHIBIT 4.2
EXECUTION
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. ,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of March 1, 2006
Adjustable Rate and Hybrid Mortgage Loans
Thornburg Mortgage Securities
_____________
Credit Suisse First Boston Mortgage Securities Corp. – Loans.
III-1
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of March 1, 2006 (the Agreement), is made and entered into between Thornburg Mortgage Home Loans, Inc. (the Seller) and Credit Suisse First Boston Mortgage Securities Corp. (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)
_____________
Credit Suisse First Boston Mortgage Securities Corp. – 302
Santa Fe, New Mexico 87501
Attention: Deborah Burns
or such other address as may hereafter be furnished to the Purchaser in writing by the Seller.
if to the Purchaser:
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Attention: Legal Department
or such other address as may hereafter be furnished to the Seller in writing by the Purchaser.
Section
_____________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. – 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.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. , as Purchaser
By: /s/ Kevin Steele
Name: Kevin Steele
Title: Vice President
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title:
_____________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. – COUNTY OF
)
On the ___ day of March, 2006 before me, a Notary Public in and for said State, personally appeared _________________, known to me to be a ________________________ of CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. , 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
_____________
dt 1573311
;
First Republic
As referenced in this Mortgage Loan Purchase Agreement:
First Republic Bank – Servicing Agreement]
SCHEDULE II
LIST OF SERVICING AGREEMENTS
1.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 25, 2002, between Thornburg Mortgage Home Loans, Inc. (Thornburg) and First Republic Bank (First Republic), including the related Transfer Notice, dated March 23, 2006, from Thornburg to First Republic.
2.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 27,
_____________
First Republic Bank, – case of a Mortgage Loan originated by Countrywide Home Loans, Inc., the underwriting standards of Countrywide Home Loans, Inc. or (C) in the case of a Mortgage Loan originated by First Republic Bank, the underwriting standards of First Republic Bank.
(xxiv)
The mortgage file in possession of the related Servicer contains an appraisal of the related Mortgaged Property by a qualified appraiser,
_____________
First Republic Bank. – Countrywide Home Loans, Inc., the underwriting standards of Countrywide Home Loans, Inc. or (C) in the case of a Mortgage Loan originated by First Republic Bank, the underwriting standards of First Republic Bank.
(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 originator of the
_____________
dt 1611141
;
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| 2006 |
Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (61K)
Doc #2505983: Click preview link for longer preview.
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of August 1, 2006
Adjustable Rate and Hybrid Mortgage Loans
Thornburg Mortgage Securities Trust 2006-5
TABLE OF . . .
2505983
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC – TYPE}EX-99.1
{SEQUENCE}5
{FILENAME}b414911_ex99-1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
Exhibit 99.1
Execution Copy
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of August 1, 2006
Adjustable Rate and Hybrid Mortgage Loans
Thornburg Mortgage Securities Trust 2006-5
{PAGE}
TABLE OF CONTENTS
{TABLE}
{
_____________
Thornburg Mortgage Home Loans,
Inc – and Warranties Relating to Mortgage Loans........ III-1
{/TABLE}
i
{PAGE}
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of August 1, 2006 (the
"AGREEMENT"), is made and entered into between Thornburg Mortgage Home Loans,
Inc . (the "SELLER") and Structured Asset Mortgage Investments II Inc. (the
"PURCHASER").
WITNESSETH
WHEREAS, the Seller is the owner of the notes or other evidence of
indebtedness (the "MORTGAGE NOTES")
_____________
Thornburg Mortgage Home Loans, Inc – 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:
Thornburg Mortgage Home Loans, Inc .
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Attention: Deborah J. Burns
or such other address as may hereafter be furnished to the Purchaser in writing
by
_____________
THORNBURG MORTGAGE HOME LOANS, INC – of the day and year first above written.
STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC.,
as Purchaser
By: /s/ Joseph T. Jurkowski, Jr.
----------------------------------
Name: Joseph T. Jurkowski, Jr.
Title: Vice President
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
By: /s/ Deborah J. Burns
----------------------------------
Name: Deborah J. Burns
Title: Senior Vice President
{PAGE}
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 29th day
_____________
THORNBURG MORTGAGE HOME LOANS, INC – 29th day of August, 2006 before me, a notary public in and for said
State, personally appeared Deborah J. Burns, known to me to be a Senior Vice
President of THORNBURG 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
_____________
dt 1580943
;
Citigroup Global
As referenced in this Mortgage Loan Purchase Agreement:
Citigroup Global
Markets Realty Corp. – among
Thornburg, Wells Fargo, as servicer, Thornburg Mortgage Securities Trust
2006-5, and acknowledged by Wells Fargo, as master servicer, relating to
the Amended and Restated Flow Servicing Agreement between Citigroup Global
Markets Realty Corp. ("Citigroup") and Wells Fargo, as servicer, dated as
of March 1, 2006, as amended by the Assignment, Assumption and Recognition
Agreement dated as of August 28, 2006, among Thornburg,
_____________
dt 1570404
;
|
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – 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 Fannie Mae or Freddie Mac, issued
by a title insurer acceptable to Fannie Mae or Freddie Mac and
qualified to do business in the jurisdiction where the Mortgaged
Property is located,
_____________
Fannie Mae – The Mortgage Loan is covered by an ALTA lender's title insurance
policy or other form acceptable to Fannie Mae or Freddie Mac, issued
by a title insurer acceptable to Fannie Mae or Freddie 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)
_____________
Fannie Mae – subsidiary of the
Seller or was purchased by the Seller from a third party and the
originator of each Mortgage Loan, was, at the time of origination, (A)
(1) a Fannie Mae -approved or Freddie 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
_____________
Fannie Mae – defaults under a Primary Mortgage Insurance Policy issued
by a primary mortgage insurer licensed to do business in the state in
which the Mortgaged Property is located and acceptable to Fannie Mae
or Freddie Mac as of the Closing Date, so as to reduce the Mortgagee's
exposure in accordance with the standards of Fannie Mae or Freddie Mac
and applicable
_____________
Fannie Mae – Property is located and acceptable to Fannie Mae
or Freddie Mac as of the Closing Date, so as to reduce the Mortgagee's
exposure in accordance with the standards of Fannie Mae or Freddie 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
_____________
dt 1609106
;
First Republic
As referenced in this Mortgage Loan Purchase Agreement:
First Republic Bank – Thornburg, as servicer, and Cenlar, as
sub-servicer.
2. Amended and Restated Correspondent Loan Purchase Agreement, dated as of
March 25, 2002, between Thornburg Mortgage Home Loans, Inc. ("Thornburg")
and First Republic Bank ("First Republic"), including the related Transfer
Notice, dated August 25, 2006, from Thornburg to First Republic.
3. Amended and Restated Correspondent Loan Purchase Agreement, dated as of
March 27,
_____________
First Republic Bank, – A) the Seller's underwriting standards described in the Preliminary
Prospectus Supplement and the Final Prospectus Supplement, (B) in the
case of a Mortgage
III-5
{PAGE}
Loan originated by First Republic Bank, the underwriting standards of
First Republic Bank, or (C) in the case of a Mortgage Loan acquired
from a bulk seller, the related bulk seller or a third party
_____________
First Republic Bank, – in the Preliminary
Prospectus Supplement and the Final Prospectus Supplement, (B) in the
case of a Mortgage
III-5
{PAGE}
Loan originated by First Republic Bank, the underwriting standards of
First Republic Bank, or (C) in the case of a Mortgage Loan acquired
from a bulk seller, the related bulk seller or a third party
originator's guidelines including those of Wells
_____________
dt 1611146
;
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| 2006 |
Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (50K)
Doc #2544939: Click preview link for longer preview.
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of June 1, 2006
Adjustable Rate Mortgage Loans
Zuni Mortgage Loan Trust 2006-OA1
Table of Contents
Page
ARTICLE I. DEFINITIONS AND SCHEDULES
1
Section 1.01.
Definitions
1
ARTICLE II. SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
2
Section 2.01.
Sale of Mortgage Loans
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. . . .
2544939
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC – Exhibit 4.2
EX-4 3 exhibit42.htm EXHIBIT 4.2
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of June 1, 2006
Adjustable Rate Mortgage Loans
Zuni Mortgage Loan Trust 2006-OA1
Table of Contents
Page
ARTICLE I. DEFINITIONS
_____________
Thornburg Mortgage Home Loans, Inc – III:
Sellers Representations and Warranties Relating to Mortgage Loans.
III-1
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of June 1, 2006 (the Agreement), is made and entered into between Thornburg Mortgage Home Loans, Inc . (the Seller) and Greenwich Capital Acceptance, Inc. (the Purchaser).
W I T N E S S E T H
WHEREAS, the Seller is the owner of the notes or
_____________
Thornburg Mortgage Home Loans, Inc – 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:
Thornburg Mortgage Home Loans, Inc .
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Attention: Deborah J. Burns
or such other address as may hereafter be furnished to the Purchaser in writing by
_____________
THORNBURG MORTGAGE HOME LOANS, INC – officers thereunto duly authorized as of the day and year first above written.
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
By: /s/ Shakti Radhakishun
Name: Shakti Radhakishun
Title: Senior Vice President
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title: Senior Vice President
STATE OF CONNECTICUT
)
)ss.:
COUNTY OF FAIRFIELD
)
On the 23rd day of June, 2006
_____________
THORNBURG MORTGAGE HOME LOANS, INC – ____ day of June, 2006 before me, a notary public in and for said State, personally appeared Deborah J. Burns, known to me to be a Senior Vice President of THORNBURG 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
_____________
dt 1580945
;
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagors cost and expense, and on the Mortgagors failure to do so, authorizes the
_____________
Fannie Mae – such state without qualification, or (iv) not doing business in such state.
(xiv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable under the originators guidelines and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject
_____________
Fannie Mae – primary mortgage insurer licensed to do business in the state in which the Mortgaged Property is located so as to reduce the Mortgagees exposure in accordance with the standards of Fannie Mae or Freddie 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
_____________
dt 1609113
;
Freddie Mac
As referenced in this Mortgage Loan Purchase Agreement:
Freddie Mac. – available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagors cost and expense, and on the Mortgagors failure to do so, authorizes the holder of the
_____________
Freddie Mac, – qualification, or (iv) not doing business in such state.
(xiv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable under the originators guidelines and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions
_____________
Freddie Mac – licensed to do business in the state in which the Mortgaged Property is located so as to reduce the Mortgagees exposure in accordance with the standards of Fannie Mae or Freddie 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
_____________
dt 1640279
;
|
Greenwich
As referenced in this Mortgage Loan Purchase Agreement:
Greenwich Capital Financial Products, Inc – acknowledged by Wells Fargo Bank, N.A. (Wells Fargo), as master servicer, relating to (i) the Master Mortgage Loan Purchase and Servicing Agreement, dated as of April 1, 2003, between Greenwich Capital Financial Products, Inc . (GCFP), as owner, Countrywide Home Loans, Inc. (Countrywide), as servicer, as amended by the Amendment Number One dated as of November 1, 2004, by and between GCFP and Countrywide
_____________
dt 1637086
;
WaMu Bank
As referenced in this Mortgage Loan Purchase Agreement:
Washington Mutual Bank – 23, 2006, from Thornburg, as seller, to Thornburg, as servicer, and Cenlar, as sub-servicer.
5.
Reconstituted Servicing Agreement, dated as of June 1, 2006, by and among Thornburg and Washington Mutual Bank (formerly known as Washington Mutual Bank, FA)(Washington Mutual), as servicer, and LaSalle, as trustee, and acknowledged by Wells Fargo, as master servicer, relating to (i) the Servicing Agreement
_____________
Washington Mutual Bank, – to Thornburg, as servicer, and Cenlar, as sub-servicer.
5.
Reconstituted Servicing Agreement, dated as of June 1, 2006, by and among Thornburg and Washington Mutual Bank (formerly known as Washington Mutual Bank, FA)(Washington Mutual), as servicer, and LaSalle, as trustee, and acknowledged by Wells Fargo, as master servicer, relating to (i) the Servicing Agreement dated as of June 1, 2004,
_____________
Washington Mutual Bank, – Loans, Inc., Countrywide Home Loans, Inc.s underwriting standards described in the Preliminary Prospectus Supplement and the Final Prospectus Supplement, (C) in the case of a Mortgage Loan originated by Washington Mutual Bank, Washington Mutual Banks underwriting standards described in the Preliminary Prospectus Supplement and the Final Prospectus Supplement and (D) in the case of a Mortgage Loan originated by American Home
_____________
dt 1622158
;
Wells Fargo Bank
As referenced in this Mortgage Loan Purchase Agreement:
Wells Fargo Bank, N – to the terms of that certain Pooling and Servicing Agreement dated as of June 1, 2006 (the Pooling and Servicing Agreement) among the Purchaser, as depositor, the Seller, as seller, Wells Fargo Bank, N .A., as master servicer and securities administrator, Wilmington Trust Company, as Delaware trustee and LaSalle Bank National Association, as trustee (in such capacity, the Trustee), the Purchaser will convey
_____________
Wells Fargo Bank, N – 2006, by and among Thornburg Mortgage Home Loans, Inc. (Thornburg), Countrywide Home Loans Servicing LP (Countrywide Servicing), as servicer, and LaSalle Bank National Association (LaSalle), as trustee, and acknowledged by Wells Fargo Bank, N .A. (Wells Fargo), as master servicer, relating to (i) the Master Mortgage Loan Purchase and Servicing Agreement, dated as of April 1, 2003, between Greenwich Capital Financial Products, Inc. (
_____________
dt 1669561
|
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Full Doc
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Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (51K)
Doc #2664586: Click preview link for longer preview.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of November 1, 2006
Adjustable Rate and Hybrid Mortgage Loans
Thornburg Mortgage Securities Trust 2006-6
Table of Contents
Page
ARTICLE I. DEFINITIONS AND SCHEDULES
1
Section 1.01.
Definitions
1
ARTICLE II. SALE OF MORTGAGE . . .
2664586
|
Thornburg
As referenced in this Mortgage Loan Purchase Agreement:
THORNBURG MORTGAGE HOME LOANS, INC –
EX-4.2 3 v059977_ex4-2.htm
EXECUTION
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of November 1, 2006
Adjustable Rate and Hybrid Mortgage Loans
Thornburg Mortgage Securities Trust 2006-6
Table of Contents
Page
ARTICLE
_____________
Thornburg Mortgage Home Loans, Inc – Sellers Representations and Warranties Relating to Mortgage Loans.
III-1
i
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of November 1, 2006 (the Agreement), is made and entered into between Thornburg Mortgage Home Loans, Inc . (the Seller) and Credit Suisse First Boston Mortgage Securities Corp. (the Purchaser).
WITNESSETH
WHEREAS, the Seller is the owner of the notes or other evidence of indebtedness (the Mortgage
_____________
Thornburg Mortgage Home Loans, Inc – 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:
Thornburg Mortgage Home Loans, Inc .
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Attention: Deborah Burns
or such other address as may hereafter be furnished to the Purchaser in writing by the
_____________
THORNBURG MORTGAGE HOME LOANS, INC – duly authorized as of the day and year first above written.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as Purchaser
By: /s/ Kevin Steele
Name: Kevin Steele
Title: Vice President
THORNBURG MORTGAGE HOME LOANS, INC .,
as Seller
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title: Senior Vice President
STATE OF NEW YORK
)
)ss.:
COUNTY OF
)
On the ___ day of November, 2006
_____________
THORNBURG MORTGAGE HOME LOANS, INC – ____ day of November, 2006 before me, a notary public in and for said State, personally appeared Deborah J. Burns, known to me to be a Senior Vice President of THORNBURG 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
_____________
dt 1654518
;
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – such state without qualification, or (iv) not doing business in such state.
(xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located,
_____________
Fannie Mae – xv)
The Mortgage Loan is covered by an ALTA lenders title insurance policy or other form acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie 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)
_____________
Fannie Mae – subsidiary of the Seller or was purchased by the Seller from a third party and the originator of each Mortgage Loan, was, at the time of origination, (A) (1) a Fannie Mae -approved or Freddie 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
_____________
Fannie Mae – defaults under a Primary Mortgage Insurance Policy issued by a primary mortgage insurer licensed to do business in the state in which the Mortgaged Property is located and acceptable to Fannie Mae or Freddie Mac as of the Closing Date, so as to reduce the Mortgagees exposure in accordance with the standards of Fannie Mae or Freddie Mac and applicable law.
_____________
Fannie Mae – Mortgaged Property is located and acceptable to Fannie Mae or Freddie Mac as of the Closing Date, so as to reduce the Mortgagees exposure in accordance with the standards of Fannie Mae or Freddie 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
_____________
dt 1671876
;
|
CSFB Mortgage
As referenced in this Mortgage Loan Purchase Agreement:
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. –
EX-4.2 3 v059977_ex4-2.htm
EXECUTION
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. ,
as Purchaser
and
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of November 1, 2006
Adjustable Rate and Hybrid Mortgage Loans
Thornburg Mortgage Securities
_____________
Credit Suisse First Boston Mortgage Securities Corp. – III-1
i
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of November 1, 2006 (the Agreement), is made and entered into between Thornburg Mortgage Home Loans, Inc. (the Seller) and Credit Suisse First Boston Mortgage Securities Corp. (the Purchaser).
WITNESSETH
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,
_____________
Credit Suisse First Boston Mortgage Securities Corp. – 302
Santa Fe, New Mexico 87501
Attention: Deborah Burns
or such other address as may hereafter be furnished to the Purchaser in writing by the Seller.
if to the Purchaser:
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Attention: Legal Department
or such other address as may hereafter be furnished to the Seller in writing by the Purchaser.
6
_____________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. – 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.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. , as Purchaser
By: /s/ Kevin Steele
Name: Kevin Steele
Title: Vice President
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title:
_____________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. – COUNTY OF
)
On the ___ day of November, 2006 before me, a Notary Public in and for said State, personally appeared _________________, known to me to be a ________________________ of CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. , 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
_____________
dt 1647459
;
First Republic
As referenced in this Mortgage Loan Purchase Agreement:
First Republic Bank – from Thornburg, as seller, to Thornburg, as servicer, and Cenlar, as sub-servicer.
2.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 25, 2002, between Thornburg and First Republic Bank (First Republic), including the related Transfer Notice, dated November 22, 2006, from Thornburg to First Republic.
3.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 27,
_____________
First Republic Bank, – in accordance with either (A) the Sellers 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, or (C) in the case of Mortgage Loans acquired from a bulk seller, the underwriting standards of such bulk seller or a
_____________
First Republic Bank, – 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, or (C) in the case of Mortgage Loans acquired from a bulk seller, the underwriting standards of such bulk seller or a third party originators underwriting guidelines.
III-5
(
_____________
dt 1672978
;
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Full Doc
| 2004 |
Sales Agreement
Sales Agreement (108K)
Doc #258455: Click preview link for longer preview.
CONTROLLED EQUITY OFFERING(SM)
SALES AGREEMENT
March 19, 2004
CANTOR FITZGERALD & CO.
135 East 57th Street
New York, New York 10022
Ladies and Gentlemen:
Thornburg Mortgage, Inc., a Maryland corporation (the "Company"),
confirms its agreement ("Agreement") with Cantor Fitzgerald & Co. ("CF&Co"), as
follows:
1. Issuance and Sale of Placement Shares. The Company agrees that, from
time to time during the term of this Agreement, on the terms and subject to the
conditions set forth herein, it will issue and sell through CF&Co, acting as
agent and/or principal, up to 10,000,000 shares (the "Placement Shares") of the
Company's common stock, par value $0.01 per share ("Common Stock"); provided,
however, that with respect to "At The Market" sales (as defined in Section 3
hereof), the aggregate sales price shall not exceed $233.7 million. The issuance
and sale of Placement Shares through CF&Co will be effected pursuant to a
registration statement on Form S-3 filed by the Company and declared effective
by the Securities and Exchange Commission (the "Commission").
2. Placements. Each time that the Company wishes to issue and sell
Placement Shares hereunder (each, a "Placement"), it will notify CF&Co of the
proposed terms of such Placement. If CF&Co wishes to accept such proposed terms
(which it may decline to do for any reason in its sole discretion) or, following
discussions with the Company, wishes to accept amended terms, CF&Co will, prior
to 4:30 p.m. (eastern time) on the Business Day following the Business Day on
which such notice is delivered to CF&Co, issue to the Company a written notice
setting forth the terms that CF&Co is willing to accept, including without
limitation the number of Placement Shares to be issued, the manner(s) in which
sales are to be made, the date or dates on which such sales are anticipated to
be made, any minimum price below which sales may not be made, and the capacity
in which CF&Co may act in selling Placement Shares hereunder (as principal,
agent or both) (a "Placement Notice"), the form of which is annexed hereto as
Schedule 1. The amount of any discount, commission or other compensation (other
than expenses pursuant to Section 7(h) hereunder) to be paid by the Company to
CF&Co for effecting sales hereunder shall be equal to (i) two percent (2%) of
the initial Fifteen Million Dollars ($15,000,000) of the gross proceeds with
respect to sales actually effected by CF&Co during any calendar month (the
"Monthly Sales Threshold") prior to the termination of this Agreement, plus (ii)
three percent (3%) of the gross proceeds in excess of the Monthly Sales
Threshold for sales actually effected by CF&Co during that same calendar month
prior to the termination of this Agreement. For the avoidance of doubt, the date
that any sale shall be deemed to have been effected for purposes of
{PAGE}
determining whether the Monthly Sales Threshold has been achieved in any
calendar month and the corresponding, applicable discount to be applied pursuant
to the immediately preceding sentence (i.e. 2% or 3%) shall be conclusively
determined by the trade date set forth on the relevant confirmation sales
ticket, and such determination shall be final and binding upon the parties. The
terms set forth in a Placement Notice will not be binding on the Company or
CF&Co unless and until the Company delivers written notice of its acceptance of
all of the terms of such Placement Notice (an "Acceptance"), the form of which
is annexed hereto as Schedule 2; provided, however, that neither the Company nor
CF&Co will be bound by the terms of a Placement Notice unless the Company
delivers to CF&Co an Acceptance with respect thereto prior to 4:30 p.m. (eastern
time) on the Business Day following the Business Day on which such Placement
Notice is delivered to the Company. It is expressly acknowledged and agreed that
neither the Company nor CF&Co will have any obligation whatsoever with respect
to a Placement or any Placement Shares unless and until CF&Co delivers a
Placement Notice to the Company and the Company accepts such Placement Notice by
means of an Acceptance, and then only upon the terms specified therein and
herein. In the event of a conflict between the terms of this Agreement and the
terms of a Placement Notice, the terms of such Placement Notice will control.
3. Sale of Placement Shares by CF&Co. Subject to the terms and conditions
of this Agreement, upon the Acceptance of a Placement Notice, and unless the
sale of the Placement Shares described therein has been suspended or otherwise
terminated in accordance with the terms of this Agreement, CF&Co will use its
commercially reasonable efforts consistent with its normal trading and sales
practices to sell such Placement Shares up to the amount specified, and
otherwise in accordance with the terms of such Placement Notice. CF&Co will
provide written confirmation to the Company no later than the opening of the
Trading Day next following the Trading Day on which it has made sales of
Placement Shares hereunder setting forth the number of Placement Shares sold on
such day, the compensation payable by the Company to CF&Co with respect to such
sales, and the Net Proceeds (as defined in Section 5(a)) payable to the Company,
with an itemization of the deductions made by CF&Co (as set forth in Section
5(a)) from the gross proceeds that it receives from such sales. CF&Co may sell
any Placement Shares in privately negotiated transactions and/or any other
method permitted by law, including but not limited to sales at other than a
fixed price made on or through the facilities of the New York Stock Exchange
(the "NYSE"), the existing trading market for the Common Stock, or sales made to
or through a market maker or through an electronic communications network, or in
any other manner that may be deemed to be an "At The Market" offering as defined
in Rule 415 of the Securities Act of 1933, as amended (the "Act"). The Company
acknowledges and agrees that (i) there can be no assurance that CF&Co will be
successful in selling Placement Shares, and (ii) CF&Co will incur no liability
or obligation to the Company or any other person or entity if it does not sell
Placement Shares for any reason other than a failure by CF&Co to use its
commercially reasonable efforts consistent with its normal trading and sales
practices to sell such Placement Shares as required under this Section 3. For
the purposes hereof, "Trading Day" means any day on which Common Stock is
purchased and sold on the principal market on which the Common Stock is listed
or quoted.
4. Suspension of Sales. The Company or CF&Co may, upon notice to the other
party hereto in writing or by telephone (confirmed immediately by verifiable
facsimile transmission), suspend any sale of Placement Shares; provided,
however, that such suspension shall not affect or impair
258455
|
Thornburg
As referenced in this Sales Agreement:
Thornburg Mortgage Home Loans, Inc – 02 of Regulation S-X promulgated under the Act) other than Thornburg
Mortgage Funding Corporation ("Funding I"), Thornburg Mortgage Acceptance
Corporation ("Acceptance I"), Thornburg Mortgage Home Loans, Inc . ("TMHL"),
Thornburg Mortgage Funding Corporation II ("Funding II") and Thornburg Mortgage
Acceptance Corporation II ("Acceptance II") (each a "Subsidiary" and,
collectively, the "
_____________
dt 505299
;
Thornburg
As referenced in this Sales Agreement:
Thornburg Mortgage, – EQUITY OFFERING(SM)
SALES AGREEMENT
March 19, 2004
CANTOR FITZGERALD & CO.
135 East 57th Street
New York, New York 10022
Ladies and Gentlemen:
Thornburg Mortgage, Inc., a Maryland corporation (the "Company"),
confirms its agreement ("Agreement") with Cantor Fitzgerald & Co. ("CF&Co"), as
follows:
1. Issuance and Sale
_____________
Thornburg
Mortgage – Company has no "subsidiaries" (as such term is defined
in Rule 1-02 of Regulation S-X promulgated under the Act) other than Thornburg
Mortgage Funding Corporation ("Funding I"), Thornburg Mortgage Acceptance
Corporation ("Acceptance I"), Thornburg Mortgage Home Loans, Inc. ("TMHL"),
Thornburg Mortgage Funding Corporation II ("Funding II")
_____________
Thornburg Mortgage – term is defined
in Rule 1-02 of Regulation S-X promulgated under the Act) other than Thornburg
Mortgage Funding Corporation ("Funding I"), Thornburg Mortgage Acceptance
Corporation ("Acceptance I"), Thornburg Mortgage Home Loans, Inc. ("TMHL"),
Thornburg Mortgage Funding Corporation II ("Funding II") and Thornburg Mortgage
Acceptance Corporation II ("
_____________
Thornburg Mortgage – 02 of Regulation S-X promulgated under the Act) other than Thornburg
Mortgage Funding Corporation ("Funding I"), Thornburg Mortgage Acceptance
Corporation ("Acceptance I"), Thornburg Mortgage Home Loans, Inc. ("TMHL"),
Thornburg Mortgage Funding Corporation II ("Funding II") and Thornburg Mortgage
Acceptance Corporation II ("Acceptance II") (each a "Subsidiary" and,
_____________
Thornburg Mortgage – under the Act) other than Thornburg
Mortgage Funding Corporation ("Funding I"), Thornburg Mortgage Acceptance
Corporation ("Acceptance I"), Thornburg Mortgage Home Loans, Inc. ("TMHL"),
Thornburg Mortgage Funding Corporation II ("Funding II") and Thornburg Mortgage
Acceptance Corporation II ("Acceptance II") (each a "Subsidiary" and,
collectively, the "Subsidiaries"). Each of the
_____________
dt 132614
;
Cantor
As referenced in this Sales Agreement:
CANTOR FITZGERALD & CO – 15
{SEQUENCE}3
{FILENAME}d13848exv1w15.txt
{DESCRIPTION}SALES AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 1.15
CONTROLLED EQUITY OFFERING(SM)
SALES AGREEMENT
March 19, 2004
CANTOR FITZGERALD & CO .
135 East 57th Street
New York, New York 10022
Ladies and Gentlemen:
Thornburg Mortgage, Inc., a Maryland corporation (the "Company"),
confirms its
_____________
Cantor Fitzgerald & Co – 57th Street
New York, New York 10022
Ladies and Gentlemen:
Thornburg Mortgage, Inc., a Maryland corporation (the "Company"),
confirms its agreement ("Agreement") with Cantor Fitzgerald & Co . ("CF&Co"), as
follows:
1. Issuance and Sale of Placement Shares. The Company agrees that, from
time to time during the term
_____________
Cantor Fitzgerald & Co – to the terms of
this Agreement shall be in writing and if sent to CF&Co, shall be delivered to
CF&Co at Cantor Fitzgerald & Co ., 135 East 57th Street, New York, New York
10022, fax no. (212) 829-4972, attention: ITD-Investment Banking, with a copy to
_____________
CANTOR FITZGERALD & CO – THORNBURG MORTGAGE ADVISORY
CORPORATION
By: /s/ Garrett Thornburg
---------------------------------
Name: Garrett Thornburg
Title: Chief Executive Officer
ACCEPTED as of the date first-above written:
CANTOR FITZGERALD & CO .
By: /s/ Stephen Merkel
---------------------------------
Name: Stephen Merkel
Title: Executive Managing Director
28
{/TEXT}
{/DOCUMENT}
_____________
dt 237569
;
|
Wilmington Trust
As referenced in this Sales Agreement:
Wilmington Trust Co – business trusts
6
{PAGE}
are authorized to perform and (ii) which are described in the Prospectus. The
trustee for the Trust is the Wilmington Trust Co mpany.
(g) This Agreement has been duly authorized, executed and
delivered by the Company and is a legal, valid and binding agreement of
_____________
dt 137726
;
 Dechert
As referenced in this Sales Agreement:
Dechert – Placement Shares hereunder), the Company shall cause to be
furnished to CF&Co and to counsel to CF&Co a written opinion of Dechert LLP,
counsel to the Company ("Company Counsel"), no later than the trade date of the
first Placement under this Agreement for the first
_____________
Dechert – 150 Washington Avenue, Suite 302, Santa Fe, New Mexico
87501, fax no. (505) 989-8156 , attention: Richard P. Story, with a copy to
Dechert LLP, 4675 MacArthur Court, Suite 1400, Newport Beach, California, 92660,
fax no. (949) 442-6010, attention: Michael B. Jeffers, Esq. Each party hereto
_____________
dt 136089
|
Preview
Full Doc
| 2003 |
Sales Agreement
Sales Agreement (98K)
Doc #258494: Click preview link for longer preview.
CONTROLLED EQUITY OFFERINGSM
SALES AGREEMENT
May 23, 2003
CANTOR FITZGERALD & CO.
135 East 57 Street
New York, New York 10022
Ladies and Gentlemen:
Thornburg Mortgage, Inc., a Maryland corporation (the Company), confirms its agreement (Agreement) with Cantor Fitzgerald & Co. (CF&Co), as follows:
1. Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it will issue and sell through CF&Co, acting as agent and/or principal, up to 6,829,596 shares (the Placement Shares) of the Companys common stock, par value $0.01 per share (Common Stock); provided, however, that with respect to At The Market sales (as defined in Section 3 hereof), the aggregate sales price shall not exceed $138.45 million. The issuance and sale of Placement Shares through CF&Co will be effected pursuant to a registration statement on Form S-3 filed by the Company and declared effective by the Securities and Exchange Commission (the Commission).
2. Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a Placement), it will notify CF&Co of the proposed terms of such Placement. If CF&Co wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, CF&Co will, prior to 4:30 p.m. (eastern time) on the Business Day following the Business Day on which such notice is delivered to CF&Co, issue to the Company a written notice setting forth the terms that CF&Co is willing to accept, including without limitation the number of Placement Shares to be issued, the manner(s) in which sales are to be made, the date or dates on which such sales are anticipated to be made, any minimum price below which sales may not be made, and the capacity in which CF&Co may act in selling Placement Shares hereunder (as principal, agent or both) (a Placement Notice), the form of which is annexed hereto as Schedule 1. The amount of any discount, commission or other compensation (other than expenses pursuant to Section 7(h) hereunder) to be paid by the Company to CF&Co for effecting sales hereunder shall be equal to (i) two percent (2%) of the initial Twelve Million Dollars ($12,000,000) of the gross proceeds with respect to sales actually effected by CF&Co during any calendar month (the Monthly Sales Threshold) prior to the termination of this Agreement, plus (ii) three percent (3%) of the gross proceeds in excess of the Monthly Sales Threshold for sales actually effected by CF&Co during that same calendar month prior to the termination of this Agreement. For the avoidance of doubt, the date that any sale shall be deemed to have been effected for purposes of determining whether the Monthly Sales Threshold has been achieved in any calendar month and the corresponding, applicable discount to be applied pursuant to the immediately preceding sentence (i.e. 2% or 3%) shall be conclusively
determined by the trade date set forth on the relevant confirmation sales ticket, and such determination shall be final and binding upon the parties. The terms set forth in a Placement Notice will not be binding on the Company or CF&Co unless and until the Company delivers written notice of its acceptance of all of the terms of such Placement Notice (an Acceptance), the form of which is annexed hereto as Schedule 2; provided, however, that neither the Company nor CF&Co will be bound by the terms of a Placement Notice unless the Company delivers to CF&Co an Acceptance with respect thereto prior to 4:30 p.m. (eastern time) on the Business Day following the Business Day on which such Placement Notice is delivered to the Company. It is expressly acknowledged and agreed that neither the Company nor CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until CF&Co delivers a Placement Notice to the Company and the Company accepts such Placement Notice by means of an Acceptance, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of such Placement Notice will control.
3. Sale of Placement Shares by CF&Co. Subject to the terms and conditions of this Agreement, upon the Acceptance of a Placement Notice, and unless the sale of the Placement Shares described therein has been suspended or otherwise terminated in accordance with the terms of this Agreement, CF&Co will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. CF&Co will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to CF&Co with respect to such sales, and the Net Proceeds (as defined in Section 5(a)) payable to the Company, with an itemization of the deductions made by CF&Co (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. CF&Co may sell any Placement Shares in privately negotiated transactions and/or any other method permitted by law, including but not limited to sales at other than a fixed price made on or through the facilities of the New York Stock Exchange (the NYSE), the existing trading market for the Common Stock, or sales made to or through a market maker or through an electronic communications network, or in any other manner that may be deemed to be an At The Market offering as defined in Rule 415 of the Securities Act of 1933, as amended (the Act). The Company acknowledges and agrees that (i) there can be no assurance that CF&Co will be successful in selling Placement Shares, and (ii) CF&Co will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by CF&Co to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3. For the purposes hereof, Trading Day means any day on which Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.
4. Suspension of Sales. The Company or CF&Co may, upon notice to the other party hereto in writing or by telephone (confirmed immediately by verifiable facsimile transmission), suspend any sale of Placement Shares; provided, however, that such suspension shall not affect or impair either partys obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. The Company agrees that no such notice shall be effective against CF&Co unless it is made to one of the individuals named on Schedule 3 annexed hereto, as such
258494
|
Thornburg
As referenced in this Sales Agreement:
Thornburg Mortgage Home Loans, Inc – 02 of Regulation S-X promulgated under the Act) other than Thornburg Mortgage Funding Corporation (Funding I), Thornburg Mortgage Acceptance Corporation (Acceptance I), Thornburg Mortgage Home Loans, Inc . (TMHL), Thornburg Mortgage Funding Corporation II (Funding II) and Thornburg Mortgage Acceptance Corporation II (Acceptance II) (each a Subsidiary and, collectively, the
_____________
dt 505305
;
Thornburg
As referenced in this Sales Agreement:
Thornburg Mortgage, – CONTROLLED EQUITY OFFERINGSM
SALES AGREEMENT
May 23, 2003
CANTOR FITZGERALD & CO.
135 East 57 Street
New York, New York 10022
Ladies and Gentlemen:
Thornburg Mortgage, Inc., a Maryland corporation (the Company), confirms its agreement (Agreement) with Cantor Fitzgerald & Co. (CF&Co), as follows:
1. Issuance and Sale
_____________
Thornburg Mortgage – Company has no subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Act) other than Thornburg Mortgage Funding Corporation (Funding I), Thornburg Mortgage Acceptance Corporation (Acceptance I), Thornburg Mortgage Home Loans, Inc. (TMHL), Thornburg Mortgage Funding Corporation II (Funding II)
_____________
Thornburg Mortgage – term is defined in Rule 1-02 of Regulation S-X promulgated under the Act) other than Thornburg Mortgage Funding Corporation (Funding I), Thornburg Mortgage Acceptance Corporation (Acceptance I), Thornburg Mortgage Home Loans, Inc. (TMHL), Thornburg Mortgage Funding Corporation II (Funding II) and Thornburg Mortgage Acceptance Corporation II (
_____________
Thornburg Mortgage – 02 of Regulation S-X promulgated under the Act) other than Thornburg Mortgage Funding Corporation (Funding I), Thornburg Mortgage Acceptance Corporation (Acceptance I), Thornburg Mortgage Home Loans, Inc. (TMHL), Thornburg Mortgage Funding Corporation II (Funding II) and Thornburg Mortgage Acceptance Corporation II (Acceptance II) (each a Subsidiary and,
_____________
Thornburg Mortgage – under the Act) other than Thornburg Mortgage Funding Corporation (Funding I), Thornburg Mortgage Acceptance Corporation (Acceptance I), Thornburg Mortgage Home Loans, Inc. (TMHL), Thornburg Mortgage Funding Corporation II (Funding II) and Thornburg Mortgage Acceptance Corporation II (Acceptance II) (each a Subsidiary and, collectively, the Subsidiaries). Each of the
_____________
dt 132649
;
|
Wilmington Trust
As referenced in this Sales Agreement:
Wilmington Trust Co – business trusts are authorized to perform and (ii) which are described in the Prospectus. The trustee for each of the Trusts is the Wilmington Trust Co mpany.
(g) This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of
_____________
dt 137734
;
Dechert
As referenced in this Sales Agreement:
Dechert, – Placement Shares hereunder), the Company shall cause to be furnished to CF&Co and to counsel to CF&Co a written opinion of Dechert, counsel to the Company (Company Counsel), no later than the trade date of the first Placement under this Agreement for the first
_____________
Dechert, – 150 Washington Avenue, Suite 302, Santa Fe, New Mexico 87501, fax no. (505) 989-8156 , attention: Richard P. Story, with a copy to Dechert, 4675 MacArthur Court, Suite 1400, Newport Beach, California, 92660, fax no. (949) 442-6010, attention: Michael B. Jeffers, Esq. Each party hereto
_____________
dt 136099
|
Preview
Full Doc
| 2002 |
Sales Agreement
Sales Agreement (101K)
Doc #258508: Click preview link for longer preview.
CONTROLLED EQUITY OFFERING(SM)
SALES AGREEMENT
September 6, 2002
CANTOR FITZGERALD & CO.
135 East 57 Street
New York, New York 10022
Ladies and Gentlemen:
Thornburg Mortgage, Inc., a Maryland corporation (the "Company"),
confirms its agreement ("Agreement") with Cantor Fitzgerald & Co. ("CF&Co"), as
follows:
1. Issuance and Sale of Placement Shares. The Company agrees that, from
time to time during the term of this Agreement, on the terms and subject to the
conditions set forth herein, it will issue and sell through CF&Co, acting as
agent and/or principal, up to 6,501,559 shares (the "Placement Shares") of the
Company's common stock, par value $0.01 per share ("Common Stock"); provided,
however, that with respect to "At The Market" sales (as defined in Section 3
hereof), the aggregate sales price shall not exceed $90.3 million. The issuance
and sale of Placement Shares through CF&Co will be effected pursuant to a
registration statement on Form S-3 filed by the Company and declared effective
by the Securities and Exchange Commission (the "Commission").
2. Placements. Each time that the Company wishes to issue and sell
Placement Shares hereunder (each, a "Placement"), it will notify CF&Co of the
proposed terms of such Placement. If CF&Co wishes to accept such proposed terms
(which it may decline to do for any reason in its sole discretion) or, following
discussions with the Company, wishes to accept amended terms, CF&Co will, prior
to 4:30 p.m. (eastern time) on the Business Day following the Business Day on
which such notice is delivered to CF&Co, issue to the Company a written notice
setting forth the terms that CF&Co is willing to accept, including without
limitation the number of Placement Shares to be issued, the manner(s) in which
sales are to be made, the date or dates on which such sales are anticipated to
be made, any minimum price below which sales may not be made, and the capacity
in which CF&Co may act in selling Placement Shares hereunder (as principal,
agent or both) (a "Placement Notice"), the form of which is annexed hereto as
Schedule 1. The amount of any discount, commission or other compensation (other
than expenses pursuant to Section 7(h) hereunder) to be paid by the Company to
CF&Co for effecting sales hereunder shall be equal to (i) two percent (2%) of
the initial Ten Million Dollars ($10,000,000) of the gross proceeds with respect
to sales actually effected by CF&Co during any calendar month (the "Monthly
Sales Threshold") prior to the termination of this Agreement, plus (ii) three
percent (3%) of the gross proceeds in excess of the Monthly Sales Threshold for
sales actually effected by CF&Co during that same calendar month prior to the
termination of this Agreement. For the avoidance of doubt, the date that any
sale shall be deemed to have been effected for purposes of determining whether
the Monthly Sales Threshold has been achieved in any calendar month and the
corresponding, applicable discount to be applied pursuant to the immediately
preceding sentence (i.e. 2% or 3%) shall be conclusively determined by the trade
- 1 -
{PAGE}
date set forth on the relevant confirmation sales ticket, and such determination
shall be final and binding upon the parties. The terms set forth in a Placement
Notice will not be binding on the Company or CF&Co unless and until the Company
delivers written notice of its acceptance of all of the terms of such Placement
Notice (an "Acceptance"), the form of which is annexed hereto as Schedule 2;
provided, however, that neither the Company nor CF&Co will be bound by the terms
of a Placement Notice unless the Company delivers to CF&Co an Acceptance with
respect thereto prior to 4:30 p.m. (eastern time) on the Business Day following
the Business Day on which such Placement Notice is delivered to the Company. It
is expressly acknowledged and agreed that neither the Company nor CF&Co will
have any obligation whatsoever with respect to a Placement or any Placement
Shares unless and until CF&Co delivers a Placement Notice to the Company and the
Company accepts such Placement Notice by means of an Acceptance, and then only
upon the terms specified therein and herein. In the event of a conflict between
the terms of this Agreement and the terms of a Placement Notice, the terms of
such Placement Notice will control.
3. Sale of Placement Shares by CF&Co. Subject to the terms and
conditions of this Agreement, upon the Acceptance of a Placement Notice, and
unless the sale of the Placement Shares described therein has been suspended or
otherwise terminated in accordance with the terms of this Agreement, CF&Co will
use its commercially reasonable efforts consistent with its normal trading and
sales practices to sell such Placement Shares up to the amount specified, and
otherwise in accordance with the terms of such Placement Notice. CF&Co will
provide written confirmation to the Company no later than the opening of the
Trading Day next following the Trading Day on which it has made sales of
Placement Shares hereunder setting forth the number of Placement Shares sold on
such day, the compensation payable by the Company to CF&Co with respect to such
sales, and the Net Proceeds (as defined in Section 5(a)) payable to the Company,
with an itemization of the deductions made by CF&Co (as set forth in Section
5(a)) from the gross proceeds that it receives from such sales. CF&Co may sell
any Placement Shares in privately negotiated transactions and/or any other
method permitted by law, including but not limited to sales at other than a
fixed price made on or through the facilities of the New York Stock Exchange
(the "NYSE"), the existing trading market for the Common Stock, or sales made to
or through a market maker or through an electronic communications network, or in
any other manner that may be deemed to be an "At The Market" offering as defined
in Rule 415 of the Securities Act of 1933, as amended (the "Act"). The Company
acknowledges and agrees that (i) there can be no assurance that CF&Co will be
successful in selling Placement Shares, and (ii) CF&Co will incur no liability
or obligation to the Company or any other person or entity if it does not sell
Placement Shares for any reason other than a failure by CF&Co to use its
commercially reasonable efforts consistent with its normal trading and sales
practices to sell such Placement Shares as required under this Section 3. For
the purposes hereof, "Trading Day" means any day on which Common Stock is
purchased and sold on the principal market on which the Common Stock is listed
or quoted.
4. Suspension of Sales. The Company or CF&Co may, upon notice to the
other party hereto in writing or by telephone (confirmed immediately by
verifiable facsimile transmission), suspend any sale of Placement Shares;
provided, however, that such suspension shall not affect or impair either
party's obligations with respect to any Placement Shares sold hereunder prior to
the receipt of such notice. The Company agrees that no such notice shall be
effective against CF&Co unless it is made to one of the individuals named on
Schedule 3 annexed hereto, as such
258508
|
Thornburg
As referenced in this Sales Agreement:
Thornburg Mortgage Home Loans, Inc – 02 of Regulation S-X promulgated under the Act) other than Thornburg
Mortgage Funding Corporation ("Funding I"), Thornburg Mortgage Acceptance
Corporation ("Acceptance I"), Thornburg Mortgage Home Loans, Inc . ("TMHL"),
Thornburg Mortgage Funding Corporation II ("Funding II") and Thornburg Mortgage
Acceptance Corporation II ("Acceptance II") (each a "Subsidiary" and,
collectively, the "
_____________
dt 505311
;
Thornburg
As referenced in this Sales Agreement:
Thornburg Mortgage, – EQUITY OFFERING(SM)
SALES AGREEMENT
September 6, 2002
CANTOR FITZGERALD & CO.
135 East 57 Street
New York, New York 10022
Ladies and Gentlemen:
Thornburg Mortgage, Inc., a Maryland corporation (the "Company"),
confirms its agreement ("Agreement") with Cantor Fitzgerald & Co. ("CF&Co"), as
follows:
1. Issuance and Sale
_____________
Thornburg
Mortgage – Company has no "subsidiaries" (as such term is defined in
Rule 1-02 of Regulation S-X promulgated under the Act) other than Thornburg
Mortgage Funding Corporation ("Funding I"), Thornburg Mortgage Acceptance
Corporation ("Acceptance I"), Thornburg Mortgage Home Loans, Inc. ("TMHL"),
Thornburg Mortgage Funding Corporation II ("Funding II")
_____________
Thornburg Mortgage – term is defined in
Rule 1-02 of Regulation S-X promulgated under the Act) other than Thornburg
Mortgage Funding Corporation ("Funding I"), Thornburg Mortgage Acceptance
Corporation ("Acceptance I"), Thornburg Mortgage Home Loans, Inc. ("TMHL"),
Thornburg Mortgage Funding Corporation II ("Funding II") and Thornburg Mortgage
Acceptance Corporation II ("
_____________
Thornburg Mortgage – 02 of Regulation S-X promulgated under the Act) other than Thornburg
Mortgage Funding Corporation ("Funding I"), Thornburg Mortgage Acceptance
Corporation ("Acceptance I"), Thornburg Mortgage Home Loans, Inc. ("TMHL"),
Thornburg Mortgage Funding Corporation II ("Funding II") and Thornburg Mortgage
Acceptance Corporation II ("Acceptance II") (each a "Subsidiary" and,
_____________
Thornburg Mortgage – under the Act) other than Thornburg
Mortgage Funding Corporation ("Funding I"), Thornburg Mortgage Acceptance
Corporation ("Acceptance I"), Thornburg Mortgage Home Loans, Inc. ("TMHL"),
Thornburg Mortgage Funding Corporation II ("Funding II") and Thornburg Mortgage
Acceptance Corporation II ("Acceptance II") (each a "Subsidiary" and,
collectively, the "Subsidiaries"). Each of the
_____________
dt 132663
;
Cantor
As referenced in this Sales Agreement:
CANTOR FITZGERALD & CO – d99710exv1w9.txt
{DESCRIPTION}SALES AGREEMENT, DATED SEPTEMBER 6, 2002
{TEXT}
{PAGE}
EXHIBIT 1.9
CONTROLLED EQUITY OFFERING(SM)
SALES AGREEMENT
September 6, 2002
CANTOR FITZGERALD & CO .
135 East 57 Street
New York, New York 10022
Ladies and Gentlemen:
Thornburg Mortgage, Inc., a Maryland corporation (the "Company"),
confirms its
_____________
Cantor Fitzgerald & Co – 57 Street
New York, New York 10022
Ladies and Gentlemen:
Thornburg Mortgage, Inc., a Maryland corporation (the "Company"),
confirms its agreement ("Agreement") with Cantor Fitzgerald & Co . ("CF&Co"), as
follows:
1. Issuance and Sale of Placement Shares. The Company agrees that, from
time to time during the term
_____________
Cantor Fitzgerald & Co – to the terms of
this Agreement shall be in writing and if sent to CF&Co, shall be delivered to
CF&Co at Cantor Fitzgerald & Co ., 135 East 57th Street, New York, New York
10022, fax no. (212) 829-4972, attention: ITD-Investment Banking, with a copy to
_____________
CANTOR FITZGERALD & CO – By: /s/ Larry A. Goldstone
-----------------------------------------------
Name: Larry A. Goldstone
Title: President and Chief Operating Officer
ACCEPTED as of the
date first-above
written:
CANTOR FITZGERALD & CO .
By: /s/ Stephen Merkel
-----------------------------------------------
Name: Stephen Merkel
Title: Executive Managing Director
- 26 -
{/TEXT}
{/DOCUMENT}
_____________
dt 237575
;
|
Wilmington Trust
As referenced in this Sales Agreement:
Wilmington Trust Co – business trusts are authorized to perform and (ii) which are described in the
Prospectus. The trustee for each of the Trusts is the Wilmington Trust Co mpany.
(g) This Agreement has been duly authorized, executed and delivered by the
Company and is a legal, valid and binding agreement of
_____________
dt 137738
;
Dechert
As referenced in this Sales Agreement:
Dechert, – Placement Shares
hereunder), the Company shall cause to be furnished to CF&Co and to counsel to
CF&Co a written opinion of Dechert, counsel to the Company ("Company Counsel"),
no later than the trade date of the first Placement under this Agreement for the
first
_____________
Dechert, – 150 Washington Avenue, Suite 302, Santa Fe, New Mexico
87501, fax no. (505) 989-8156 , attention: Richard P. Story, with a copy to
Dechert, 4675 MacArthur Court, Suite 1400, Newport Beach, California, 92660, fax
no. (949) 442-6010, attention: Michael B. Jeffers, Esq. Each party hereto
_____________
dt 136105
|