Master Mortgage Loan Purchase Agreement (2006)Full Document 

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EXECUTION

COUNTRYWIDE HOME LOANS, INC.,

as Seller

and

GOLDMAN SACHS MORTGAGE COMPANY,

as Purchaser

________________________________________

MASTER MORTGAGE LOAN PURCHASE AGREEMENT

dated as of July 1, 2004

________________________________________

Fixed and Adjustable Rate Residential Mortgage Loans

(SERVICING RETAINED)






ARTICLE I.
DEFINITIONS

ARTICLE II.
PRE-CLOSING AND CLOSING PROCEDURES

Section 2.01

Books and Records; Transfers of Mortgage Loans

10

Section 2.02

Due Diligence by the Purchaser.

11

Section 2.03

Identification of Mortgage Loan Package.

11

Section 2.04

Credit Document Deficiencies Identified During Due Diligence.

11

Section 2.05

Delivery of Collateral Files.

11

Section 2.06

Purchase Confirmation.

13

Section 2.07

Closing.

13

Section 2.08

Payment of the Purchase Proceeds.

14

Section 2.09

Entitlement to Payments on the Mortgage Loans.

14

Section 2.10

Payment of Costs and Expenses.

14

Section 2.11

MERS Mortgage Loans and the MERS System.

14

ARTICLE III.
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

Section 3.01

Representations and Warranties Respecting Countrywide.

15

Section 3.02

Representations and Warranties Regarding Individual Mortgage

Loans.

16

Section 3.03

Remedies for Breach of Representations and Warranties.

24

Section 3.04

Accrual of Cause of Action.

25

Section 3.05

Representations and Warranties Respecting the Purchaser.

25

ARTICLE IV.
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 4.01

Countrywide to Act as Servicer.

27

ARTICLE V.
COVENANTS BY COUNTRYWIDE

Section 5.01

Indemnification by Countrywide.

28

Section 5.02

[Reserve]

Section 5.03

Merger or Consolidation of Countrywide.

28

Section 5.04

Limitation on Liability of Countrywide and Others.

28

Section 5.05

No Transfer of Servicing.

29

ARTICLE VI.
MISCELLANEOUS

Section 6.01

Notices.

29

Section 6.02

Sale Treatment.

30

Section 6.03

Exhibits.

30

Section 6.04

General Interpretive Principles.

30

Section 6.05

Reproduction of Documents.

31

Section 6.06

Further Agreements.

31

Section 6.07

Assignment of Mortgage Loans by the Purchaser; Pass-Through

Transfers.

31

Section 6.08

Conflicts between Transaction Documents.

33

Section 6.09

Governing Law.

33

Section 6.10

Severability Clause.

33

Section 6.11

Successors and Assigns.

33

Section 6.12

Relationship of Parties.

34

Section 6.13

Solicitation of Mortgagor.

34

Section 6.14

Confidentiality.

34

Section 6.15

Entire Agreement.

35


EXHIBITS


Exhibit A

Schedule of Collateral Documents

A-1

Exhibit B

Form of Purchase Confirmation

B-1

Exhibit C

Form of Custodial Agreement

C-1

Exhibit D

Form of Trade Confirmation

D-1






MASTER MORTGAGE LOAN PURCHASE AGREEMENT

This Master Mortgage Loan Purchase Agreement is made and entered into as of July 1, 2004 (the “Agreement”), between Countrywide Home Loans, Inc., having an address at 4500 Park Granada, Calabasas, California 91302 (“Countrywide”), and Goldman Sachs Mortgage Company, having an address at 85 Broad Street, New York, New York 10004 the “Purchaser”).

R E C I T A L S

The Purchaser has agreed to purchase from Countrywide and Countrywide has agreed to sell from time to time to the Purchaser all of Countrywide’s right, title and interest, excluding servicing rights, in and to those certain mortgage loans identified in a Purchase Confirmation (as defined below) executed by Countrywide and the Purchaser.  This Agreement is intended to set forth the terms and conditions by which Countrywide shall transfer and the Purchaser shall acquire such mortgage loans.

In consideration of the promises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Countrywide and the Purchaser agree as follows:

ARTICLE I.
DEFINITIONS

Unless the context requires otherwise, all capitalized terms used herein shall have the meanings assigned to such terms in this Article I unless defined elsewhere herein.  Any capitalized term used or defined in a Purchase Confirmation that conflicts with the corresponding definition set forth herein shall supersede such term.

Adjustable Rate Mortgage Loan:  Any Mortgage Loan in which the related Mortgage Note contains a provision whereby the Mortgage Interest Rate is adjusted from time to time in accordance with the terms of such Mortgage Note.  

Agency:  Either Fannie Mae or Freddie Mac.

Agreement:  This Master Mortgage Loan Purchase Agreement, including all exhibits and supplements hereto, and all amendments hereof.

Applicable Law:  All provisions of statutes, rules and regulations, interpretations and orders of governmental bodies or regulatory agencies applicable to a Person, and all orders and decrees of all courts and arbitrators in proceedings or actions in which the Person in question is a party.

Appraised Value:  The value of the related Mortgaged Property as set forth in an appraisal made in connection with the origination of a Mortgage Loan or the sale price of the related Mortgaged Property if the proceeds of such Mortgage Loan were used to purchase such Mortgaged Property, whichever is less.

Assignment of Mortgage:  An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage to the Purchaser.

Balloon Mortgage Loan:  Any Mortgage Loan wherein the Mortgage Note matures prior to full amortization and requires a final and accelerated payment of principal.

Business Day:  Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions in either the State of California, the State of New York, or the State of Texas are authorized or obligated by law or executive order to be closed.

Closing:  The consummation of the sale and purchase of each Mortgage Loan Package.

Closing Date:  The date on which the purchase and sale of the Mortgage Loans constituting a Mortgage Loan Package is consummated, as set forth in the Trade Confirmation or Purchase Confirmation.

Code:  The Internal Revenue Code of 1986, as it may be amended from time to time or any successor statute thereto, and applicable U.S. Department of the Treasury regulations issued pursuant thereto.

Collateral Documents:  The collateral documents pertaining to each Mortgage Loan as set forth in Exhibit A hereto.

Collateral File:  With respect to each Mortgage Loan, a file containing each of the Collateral Documents.

Combined Loan-to-Value Ratio:  As of any date and as to any Mortgage Loan, the ratio, expressed as a percentage, of the (a) sum of (i) the Stated Principal Balance (or the original principal balance, if so indicated) of such Mortgage Loan and (ii) the Stated Principal Balance (or the original principal balance, if so indicated) as of such date of any mortgage loan or mortgage loans that are senior or equal in priority to the Mortgage Loan and which are secured by the same Mortgaged Property to (b) the Appraised Value of the related Mortgaged Property.

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