RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into as of the 1st day of
July, 2007 (the "Effective Date"), by and among XXXXXXXXX MORTGAGE HOME LOANS, INC., a Delaware corporation
("Xxxxxxxxx"), XXXXXXXXX MORTGAGE FUNDING, INC. (the "Seller"), COUNTRYWIDE HOME LOANS SERVICING LP, as servicer
(the "Servicer"), LASALLE BANK NATIONAL ASSOCIATION, as Trustee under an amended and restated trust agreement (the
"Trustee"), on behalf of the Trust defined below and acknowledged by XXXXX FARGO BANK, N.A., as master
servicer (the "Master Servicer"), recites and provides as follows
RECITALS
WHEREAS, certain mortgage loans identified on Schedule I hereto (the "Mortgage Loans") were
purchased by Xxxxxxxxx from Countrywide Home Loans, Inc. ("Countrywide") and are being serviced by the Servicer,
as assignee of Countrywide, pursuant to a Mortgage Loan Purchase and Servicing Agreement between Xxxxxxxxx and
Countrywide, as seller, dated as of September 1, 2005 as amended by the Amendment Reg AB dated as of July 1, 2006
by and between Xxxxxxxxx and Countrywide and by the Amendment Number Two dated as of June 19, 2006 by and between
Xxxxxxxxx and Countrywide (the "Purchase and Servicing Agreement"), a copy of the relevant servicing provisions
thereof is attached as Exhibit B hereto;
WHEREAS, Xxxxxxxxx has transferred or is about to transfer the Mortgage Loans to the Seller
pursuant to a Mortgage Loan Purchase Agreement dated as of July 1, 2007.
WHEREAS, the Seller has conveyed such Mortgage Loans to Structured Asset Mortgage Investments
II, Inc., a Delaware corporation ("XXXX XX"), which in turn has conveyed the Mortgage Loans to Xxxxxxxxx Mortgage
Securities Trust 2007-3 (the "Trust") on the Effective Date, pursuant to a sale and servicing agreement dated as
of July 1, 2007 (the "Sale and Servicing Agreement"), among the Trust, Xxxxxxxxx, as the initial seller and
sponsor, the Master Servicer, the Seller, XXXX XX, as the depositor (referred to herein as the "Depositor"),
Xxxxx Fargo Bank, N.A., as securities administrator, and the Trustee, as indenture trustee and custodian.
WHEREAS, the Master Servicer and any successor master servicer shall be obligated, among other
things, to supervise the servicing of the Mortgage Loans on behalf of the Trustee, and shall have the right,
under certain circumstances as set forth herein, to terminate the rights and obligations of the Servicer upon the
occurrence and continuance of an Event of Default by the Servicer under this Agreement;
WHEREAS, the Seller and the Servicer desire that the provisions of the Purchase and Servicing
Agreement shall apply to the Mortgage Loans, but only to the extent provided herein and that this Agreement shall
constitute a "Reconstitution Agreement" as defined under the Purchase and Servicing Agreement which shall govern
the Mortgage Loans for so long as such Mortgage Loans remain subject to the provisions of the Sale and Servicing
Agreement;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth and for other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Xxxxxxxxx, the
Seller, the Trustee and the Servicer hereby agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this Agreement, including
Exhibit A hereto, shall have the meanings ascribed to such terms in the Purchase and Servicing Agreement, unless
otherwise modified herein.
2. Trust Cut-off Date. The parties hereto acknowledge that by operation of Section 5.01
of the Purchase and Servicing Agreement, the remittance on August 20, 2007 to the Trust is to include principal
due after July 1, 2007 (the "Trust Cut-off Date") plus interest at the Mortgage Loan Remittance Rate due on the
related Due Date exclusive of any portion thereof allocable to a period prior to the Trust Cut-off Date.
3. Assignment and Assumption. From and after the Effective Date, the Trust agrees to be
bound as "Purchaser" by all of the terms, covenant, obligations and conditions under the Purchase and Servicing
Agreement, as modified herein, with respect to the Mortgage Loans other than with respect to any terms,
covenants, obligations or conditions applicable to the "Purchaser" that arose prior to the Effective Date.
4. Servicing. The Servicer agrees, with respect to the Mortgage Loans, to perform and
observe the duties, responsibilities and obligations that are to be performed and observed under the provisions
of the Purchase and Servicing Agreement, except as otherwise provided herein and on Exhibit A hereto, and that
the provisions of the Purchase and Servicing Agreement, as so modified, are and shall be a part of this Agreement
to the same extent as if set forth herein in full. The servicing fee for each Mortgage Loan is as set forth on
the Mortgage Loan Schedule attached as Schedule I hereto.
5. Master Servicing; Reports and Assessments; Termination of Servicer. The Servicer
shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to ensure
that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master
Servicer, acting on behalf of the Trustee, which is acting on behalf of the Trust, the owner of the Mortgage
Loans, shall have the same rights as the Purchaser under the Purchase and Servicing Agreement to enforce the
obligations of the Servicer under the Purchase and Servicing Agreement. A copy of all assessments, attestations,
reports and certifications required to be delivered by the Servicer under this Agreement and the Purchase and
Servicing Agreement shall be delivered to the Master Servicer, and where such documents are required to be
addressed to any party other than the Servicer, such addressee(s) shall include the Master Servicer and the
Master Servicer shall be entitled to rely on such documents. The Master Servicer shall be entitled to terminate
the rights and obligations of the Servicer under this Agreement upon an Event of Default, as provided in Section
7.01 of the Purchase and Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall
the Master Servicer assume any of the obligations of the Purchaser under the Purchase and Servicing Agreement; it
being understood that the Trust shall remain primarily liable for all obligations of "Purchaser" pursuant to the
Purchase and Servicing Agreement and this Agreement as of the Effective Date. The parties to the Sale and
Servicing Agreement agree that the Master Servicer shall be entitled to all of the rights, protections and
limitations of liability afforded to the Master Servicer under the Sale and Servicing Agreement. All parties
herein acknowledge and agree that the Servicer shall not be obligated to defend and indemnify and hold harmless
the Master Servicer, the Trustee, the Trust and the Seller against any losses, damages, penalties, fines,
forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees,
resulting from (i) actions or inactions of the Servicer which were taken or omitted upon the instruction or
direction of the Master Servicer or Trustee, as applicable, or (ii) the failure of the trust fund's designee to
perform the obligations of the Purchaser with respect to the Purchase and Servicing Agreement and this Agreement.
6. Representations.
a. The Trust warrants and represents to, and covenants with, the Seller
and the Servicer that as of the date hereof;
(1) The Trust is a legal entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, and the Trust has all
requisite power and authority to acquire and own the Mortgage Loans;
(i) The Trust has full corporate power and authority to execute, deliver and
perform its obligations under this Agreement, and to consummate the transactions set forth
herein. The consummation of the transactions contemplated by this Agreement is in the ordinary
course of the Trust's business and will not conflict with, or result in a breach of, any of the
terms, conditions or provisions of the Trust's charter or by-laws or any legal restriction, or
any material agreement or instrument to which the Trust is now a party or by which it is bound,
or result in the violation of any law, rule, regulation, order, judgment or decree to which the
Trust or its property is subject. The execution, delivery and performance by the Trust of this
Agreement and the consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action on part of the Trust. This Agreement has been
duly executed and delivered by the Trust and, upon the due authorization, execution and
delivery by the Trustee on behalf of the Trust, will constitute the valid and legally binding
obligation of the Trust enforceable against the Trust in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general
principles of equity regardless of whether enforceability is considered in a proceeding in
equity or at law; and
(ii) No consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or made by the Trust in
connection with the execution, delivery or performance by the Trust of this Agreement, or the
consummation by it of the transactions contemplated hereby.
b. The Servicer shall not be obligated or required to make any further
representations and warranties regarding the characteristics of the Mortgage Loans in connection with
the transactions contemplated by the Sale and Servicing Agreement and issuance of the Certificates
pursuant thereto. Notwithstanding anything to the contrary, the representations set forth in Section
3.02 of the Purchase and Servicing Agreement shall remain in full force and effect. Further, the
representations made in Section 3.01 of the Purchase and Servicing Agreement shall be deemed to be made
as of the date of this Agreement.
7. Indemnification. The Trust shall indemnify the Servicer and hold it harmless against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments, and any other costs, fees and expenses that the Servicer may sustain in any way related
to (a) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the
Trustee or Master Servicer, as applicable, or (b) the failure of the Trustee or the Master Servicer, as
applicable, to perform the Trust's or Trustee's obligations under the Purchase and Servicing Agreement and this
Agreement.
8. Notices. All notices, consents, certificates and other communications required to be
delivered between or among the parties hereto (including any third party beneficiary thereof) or required to be
provided to the Trust, the Trustee or the Master Servicer, on behalf of the Trustee, shall be in writing, may be
in the form of facsimile or electronic transmission, and shall be deemed received or given when mailed
first-class mail, postage prepaid, addressed to each other party at its address specified below or, if sent by
facsimile or electronic mail, when facsimile or electronic confirmation of receipt by the recipient is received
by the sender of such notice. Each party may designate to the other parties in writing, from time to time, other
addresses to which notices and communications hereunder shall be sent. All notices and other written information
required to be delivered to the Master Servicer under this Agreement shall be delivered to the Master Servicer at
the following address:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx Xxxxxxxxx Xxxxxxxxxx, XXXX 0000-0
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All remittances required to be made to the Master Servicer under this Agreement shall be made
to the following wire account:
Xxxxx Fargo Bank, N.A.
ABA# 000-000-000
Account Name: SAS Clearing
Account No. 0000000000
FFC: 53170800; TMST 2007-3
All notices and other written information required to be delivered to the Trust or Trustee
hereunder shall be delivered to the Trustee at the following address:
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: TMST 2007-3
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices and other written information required to be delivered to the Seller hereunder shall be
delivered to it at the following address:
Xxxxxxxxx Mortgage Funding, Inc.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xx, Xxx Xxxxxx 00000
Attention: Xxxxxxx Xxxxx (TMST 2007-3)
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices and written information required to be delivered to the Servicer hereunder shall be
delivered to the Servicer at the following address:
Countrywide Home Loans Servicing, LP
000 Xxxxxxxx Xxx, XX SV3-A
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Legal Department
With copy to:
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxxxxxxx, Vice President
9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CHOICE OF LAW RULES EXCEPT FOR SECTION 5-1401 OF THE
GENERAL OBLIGATION LAW, WHICH SHALL APPLY HERETO.
10. Counterparts. This Agreement may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute
but one and the same instrument.
11. Reconstitution. The Seller and the Servicer agree that this Agreement is a
"Reconstitution Agreement" as defined in the Purchase and Servicing Agreement.
12. REMIC Status. The Servicer is hereby notified, and the Servicer hereby acknowledges
such notice, that the Mortgage Loans will be held in a securitization pursuant to which a REMIC election will be
made.
13. Limitation of Liability: It is expressly understood and agreed by the parties hereto
that (a) this Agreement is executed and delivered by Trustee, not individually or personally but solely as the
Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) the
representations, warranties, covenants, undertakings and agreements herein made on the part of the Trustee are
made and intended not as personal representations, undertakings and agreements by Trustee but are made and
intended for the purpose of binding only the Trust and the Trust is bound to such representations, warranties,
covenants, undertakings and agreements, (c) nothing herein contained shall be construed as creating any liability
on Trustee, individually or personally, to perform any covenant either expressly or implied contained herein, all
such liability, if any, being expressly waived by the parties who are signatories to this Agreement and by any
person claiming by, through or under such parties and (d) under no circumstances shall Trustee be personally
liable for payment of any indemnity, indebtedness, fees or expenses of the Trust or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or undertaken by or on behalf of the Trust
under this Agreement; provided, however, it is understood and acknowledged by the Trustee and the Trust that the
Trust shall remain primarily liable for all obligations, representations, warranties, covenants, undertakings and
agreements of "Purchaser" set forth in the Purchase and Servicing Agreement and this Agreement.
[NO FURTHER TEXT ON THIS PAGE]
Executed as of the day and year first above written.
XXXXXXXXX MORTGAGE HOME LOANS, INC.,
as the initial seller
By:/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Senior Vice President
XXXXXXXXX MORTGAGE FUNDING, INC.,
as Seller
By:/s/Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Senior Vice President
COUNTRYWIDE HOME SERVICING LP,
as Servicer
by COUNTRYWIDE GP, INC., its general partner
By:/s/Xxxx Xxxxxx
Xxxx Xxxxxx
First Vice President
LASALLE BANK NATIONAL ASSOCIATION,
not individually but solely as Trustee on behalf of
Xxxxxxxxx Mortgage Securities Trust 2007-3,
the Trust
By:/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Vice President
Acknowledged By:
XXXXX FARGO BANK, N.A.,
as Master Servicer
By:/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
EXHIBIT A
Modifications to the Purchase and Servicing Agreement
1. The provisions of the Purchase and Servicing Agreement shall be applicable to the
Mortgage Loans, except as modified herein.
2. The definition of "Business Day" in Article 1 is hereby amended as follows:
Business Day: Any day other than (a) a Saturday or Sunday or (b) a day on
which banking and savings and loan institutions in the States of California,
Delaware, New York, Maryland, Minnesota, Illinois, Texas or Iowa are
authorized or obligated by law or executive order to be closed.
3. The definition of "Escrow Account" in Article 1 is hereby amended as follows:
Escrow Account: The separate trust account or accounts created and maintained
pursuant to this Agreement which shall be entitled "Countrywide Home Loans
Servicing LP, as Servicer, in trust for the Trustee on behalf of Xxxxxxxxx
Mortgage Securities Trust 2007-3."
4. The definition of "Qualified Substitute Mortgage Loan" in Article 1 is hereby amended
by the addition of the following language at the end of the first sentence thereof:
and (vi) qualify as a substitute Mortgage Loan under the Sale and Servicing
Agreement.
5. Section 3.2(b) (Representations and Warranties Regarding Individual Mortgage Loans) is
hereby deleted and replaced as follows:
(b) No Delinquencies or Advances. All payments required to be made prior
to the related Cut-off Date for such Mortgage Loans under the terms of the
Mortgage Note have been made; Countrywide has not advanced funds, or induced,
solicited or knowingly received any advance of funds from a party other than
the owner of the Mortgaged Property subject to the Mortgage, directly or
indirectly, for the payment of any amount required by the Mortgage Loans; and
the delinquency history for the Mortgage Loans set forth on Exhibit D attached
hereto is complete, true and correct in all material respects.
6. Section 4.4 (Establishment of Custodial Accounts; Deposits in Custodial Accounts) is
hereby amended by replacing the phrase "in trust for Xxxxxxxxx Mortgage Home Loans, Inc." in the first paragraph
with the phrase "in trust for the Trustee on behalf of Xxxxxxxxx Mortgage Securities Trust 2007-3".
7. Section 4.05 (Permitted Withdrawals From the Custodial Account) is hereby amended by
deleting clause (b) and replacing it with the following:
(b) to reimburse itself for each unreimbursed Monthly Advance provided,
that with respect to any Mortgage Loan, Countrywide's right to reimbursement
shall be limited to the funds collected by Countrywide from the related
Mortgagor or any other Person, including, but not limited to, Liquidation
Proceeds and Condemnation Proceeds, and with respect to REO Property, funds
received as rental or similar income. Countrywide's right to reimbursement
set forth in the preceding sentence shall be prior to the rights of the Trust;
provided however, that in the event that Countrywide determines in good faith
that any unreimbursed Monthly Advances will not be recoverable from amounts
representing late recoveries of payments of principal or interest respecting
the particular Mortgage Loan as to which such Monthly Advance was made or from
Liquidation Proceeds with respect to such Mortgage Loan, Countrywide may
reimburse itself for such amounts from the Custodial Account, it being
understood, in the case of any such reimbursement, that Countrywide's right
thereto shall be prior to the rights of the Trust;
8. Section 4.6 (Establishment of Escrow Accounts; Deposits in Escrow Accounts) is hereby
amended by deleting the language "in trust for Xxxxxxxxx Mortgage Home Loans, Inc. and/or various mortgagors" in
the first paragraph and replacing it with the phrase "in trust for the Trustee on behalf of Xxxxxxxxx Mortgage
Securities Trust 2007-3".
9. Section 4.13 (Title, Management and Disposition of REO Property) is hereby amended by:
(i) deleting subsection (a) and replacing it with the following:
In the event that title to the Mortgaged Property is acquired in foreclosure
or by deed in lieu of foreclosure, the deed or certificate of sale shall be
taken in the name of the Trust.
(ii) adding the following paragraph as the second paragraph of subsection (a):
Notwithstanding anything to the contrary contained in this Section 4.13, in
the event Countrywide has actual notice of, or has actual knowledge that a
Mortgaged Property is contaminated by hazardous or toxic substances or wastes,
Servicer shall not, on behalf of the Trustee and Trust, either (i) obtain
title to such Mortgaged Property as a result of or in lieu of foreclosure or
otherwise or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property, if, as a result of any such action,
the Trust or Trustee would be considered to hold title to, to be a
"mortgagee-in-possession of", or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability act of 1980, as amended from time to
time, or any comparable law, unless the Servicer has also previously
determined, based on its reasonable judgment and a report prepared by a Person
who regularly conducts environmental audits using customary industry
standards, that:
(a) such Mortgaged Property is in compliance with applicable environmental
laws, or, if not, that it would be in the best economic interest of the Trust
to take such actions as are necessary to bring the Mortgaged Property into
compliance therewith; and
(b) there are no circumstances present at such Mortgaged Property relating to
the use, management or disposal of any hazardous substances, hazardous
materials, hazardous wastes, or petroleum-based materials for which
investigation, testing, monitoring, containment, clean-up or remediation could
be required under any federal, state or local law or regulation, or that if
any such materials are present for which such action could be required, that
it would be in the best economic interest of the Trust to take such actions
with respect to the affected Mortgaged Property.
Upon completion of the audit, Countrywide shall provide the Trustee and the
Master Servicer with a copy of such audit. In the event that the
environmental inspection report indicates that the Mortgaged Property is
contaminated by hazardous or toxic substances or wastes, Countrywide shall not
proceed with foreclosure or acceptance of a deed in lieu of foreclosure,
unless otherwise consented to by the Trustee on behalf of the Trust. In the
event that the environmental inspection report is inconclusive as to the
whether or not the Mortgaged Property is contaminated by hazardous or toxic
substances or wastes, Countrywide shall not proceed with foreclosure or
acceptance of a deed in lieu of foreclosure. The cost of the environmental
audit report contemplated by this Section 4.13 shall be advanced by the
Servicer, subject to the Servicer's right to be reimbursed therefor from the
Custodial Account or Escrow Account as provided in the Purchase and Servicing
Agreement.
If the Servicer determines, as described above, that it is in the best
economic interest of the Trust to take such actions as are necessary to bring
any such Mortgaged Property into compliance with applicable environmental
laws, or to take such action with respect to the containment, clean-up or
remediation of hazardous substances, hazardous materials, hazardous wastes or
petroleum-based materials affecting any such Mortgaged Property, then the
Servicer shall take such action as it deems to be in the best economic
interest of the Trust; provided, however, that the Servicer shall not proceed
with foreclosure or acceptance of a deed in lieu of foreclosure if the
estimated costs of the environmental clean up, as estimated in the
environmental audit report, together with the Servicing Advances and Monthly
Advances made by the Master Servicer and the estimated costs of foreclosure or
acceptance of a deed in lieu of foreclosure exceeds the estimated value of the
Mortgaged Property. The cost of any such compliance, containment, cleanup or
remediation shall be advanced by the Servicer, subject to the Servicer's right
to be reimbursed therefore from the Custodial Account or Escrow Account as
provided in the Purchase and Servicing Agreement.
(iii) by replacing the first paragraph of subsection (c) with the following:
Countrywide shall use its reasonable efforts to dispose of each REO Property
as soon as possible and shall sell each REO Property in any event within three
(3) years after title has been taken to such REO Property, unless (a) a REMIC
election has not been made with respect to the arrangement under which the
Mortgage Loans and the REO Property are held, or (b) Countrywide determines,
and gives an appropriate notice to the Master Servicer to such effect, that a
longer period is necessary for the orderly liquidation of such REO Property
and Countrywide, at its expense, obtains an extension of time from the
Internal Revenue Service to sell the REO Property or provides an opinion of
counsel that the REMIC status is not affected if Countrywide has not disposed
of the REO Property within such three (3) year period. If a period longer
than three (3) years is permitted under the foregoing sentence and is
necessary to sell any REO Property, Countrywide shall report monthly to the
Master Servicer as to the progress being made in selling such REO Property.
10. Section 5.1 (Periodic Reports to the Purchaser) is hereby amended by adding the
following paragraph at the end of (a):
Countrywide agrees to include in its monthly report the information required
by Exhibit C hereto in a format reasonably acceptable to the Master Servicer
and Countrywide; provided that Countrywide will not be required to provide
information regarding prepayment penalties to the extent such prepayments
penalties are retained by Countrywide.
11. Section 7.1 (Termination Due to an Event of Default) is hereby amended by replacing
the words "five (5)" with "three (3)" in subsection (a)(1).
12. New Section 8.16 (Termination of Rights and Obligations) is hereby added to read as
follows:
All rights and obligations of the Master Servicer and the Trustee hereunder
(other than the right to indemnification and the indemnification obligations)
shall terminate upon termination of the Trust pursuant to the Amended and
Restated Trust Agreement.
EXHIBIT B
Servicing Provisions of the Purchase and Servicing Agreement
The following are excerpts of the relevant servicing provisions of:
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENTThis Mortgage Loan Purchase and Servicing Agreement is made and
entered into as of September 1, 2005 (the "Agreement"), between Countrywide Home Loans, Inc., having an address
at 0000 Xxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 ("Countrywide"), and Xxxxxxxxx Mortgage Home Loans, Inc.,
having an address at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xx, Xxx Xxxxxx 00000 (the "Purchaser").
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 Trade 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 Xxxxxx Mae or Xxxxxxx Mac.
Agency Transfer: The sale or transfer by the Purchaser of some or all of the Mortgage Loans to
Xxxxxx Mae or to Xxxxxxx Mac, retaining Countrywide as "servicer" thereunder.
Agreement: This Mortgage Loan Purchase and Servicing Agreement, including all exhibits and
supplements hereto, and all amendments hereof.
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.
Bailee Letter: The form of Bailee Letter attached hereto as Exhibit C that governs the
temporary retention of the Collateral Files by the Custodian with respect to a Closing Date.
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 the States of California, New York or Texas are authorized or obligated by law
or executive order to be closed.
Cash Liquidation: Recovery of all cash proceeds by Countrywide with respect to the termination
of any defaulted Mortgage Loan other than a Mortgage Loan which became an REO Property, including all PMI
Proceeds, Other Insurance Proceeds, Liquidation Proceeds, Condemnation Proceeds and other payments or recoveries
whether made at one time or over a period of time which Countrywide deems to be finally recoverable, in
connection with the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.
Closing: The consummation of the sale and purchase of Mortgage Loan(s).
Closing Date: The date on which the purchase and sale of Mortgage Loan(s) is consummated, as
set forth in the Trade Confirmation.
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.
Condemnation Proceeds: All awards or settlements in respect of a taking of all or a part of a
Mortgaged Property by exercise of the power of eminent domain or condemnation.
Conventional Mortgage Loan: A Mortgage Loan that is not insured by the FHA or guaranteed by
the VA.
Convertible Mortgage Loan: Any Adjustable Rate Mortgage Loan that contains a provision whereby
the Mortgagor is permitted to convert the Mortgage Loan to a fixed-rate mortgage loan in accordance with the
terms of the related Mortgage Note.
Countrywide: Countrywide Home Loans, Inc., or any successor or assign to Countrywide under
this Agreement as provided herein.
Credit File: The file retained by Countrywide that includes the mortgage loan documents
delineated in Exhibit E attached hereto pertaining to a Mortgage Loan which Credit File may be maintained by
Countrywide on microfilm or any other comparable medium.
Credit Risk Manager: The Purchaser.
Custodial Account: The account or accounts created and maintained pursuant to Section 4.4,
each of which shall be an Eligible Account.
Customary Servicing Procedures: The procedures, including collection procedures, and care that
Countrywide customarily employs and exercises in servicing and administering mortgage loans for its own account
and in accordance with accepted mortgage servicing practices of prudent lending institutions.
Cut-off Date: The first day of the month in which the related Closing Date occurs or such
other date as may be set forth in the related Trade Confirmation.
Determination Date: The Business Day immediately preceding the related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan,
exclusive of any days of grace.
Due Period: With respect to each Remittance Date, the period commencing on the second day of
the month preceding the month of the Remittance Date and ending on the first day of the month of the Remittance
Date.
Eligible Account: An account or accounts (i) (A) maintained with a depository institution the
short term debt obligations of which are rated by Standard & Poor's, a division of XxXxxx-Xxxx companies, in one
of its two (2) highest rating categories at the time of any deposit therein, and (B) the deposits of which are
insured up to the maximum permitted by the FDIC, or (ii) maintained with an institution and in a manner
acceptable to Xxxxxx Mae.
Escrow Account: The separate trust account or accounts created and maintained pursuant to
Section 4.6, each of which shall be an Eligible Account.
Escrow Payments: The amounts constituting ground rents, taxes, assessments, water rates,
mortgage insurance premiums, fire and hazard insurance premiums and other payments required to be escrowed by the
Mortgagor with the Mortgagee pursuant to any Mortgage Loan.
Event of Default: Any one of the conditions or circumstances enumerated in Section 7.1.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Xxxxxx Xxx: The Federal National Mortgage Association or any successor organization.
Fidelity Bond: A fidelity bond to be maintained by Countrywide pursuant to Section 4.12.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation or any successor organization.
Interest Adjustment Date: With respect to an Adjustable Rate Mortgage Loan, the date on which
an adjustment to the Mortgage Interest Rate on a Mortgage Note becomes effective.
LTV: With respect to any Mortgage Loan, the ratio (expressed as a percentage) of the Stated
Principal Balance (or the original principal balance, if so indicated) of such Mortgage Loan as of the date of
determination to the Appraised Value of the related Mortgaged Property.
Late Collections: With respect to any Mortgage Loan, all amounts received during any Due
Period, whether as late payments of Monthly Payments or as Liquidation Proceeds, Condemnation Proceeds, PMI
Proceeds, Other Insurance Proceeds, proceeds of any REO Disposition or otherwise, which represent late payments
or collections of Monthly Payments due but delinquent for a previous Due Period and not previously recovered.
Liquidation Proceeds: Amounts, other than PMI Proceeds, Condemnation Proceeds and Other
Insurance Proceeds, received by Countrywide in connection with the liquidation of a defaulted Mortgage Loan
through trustee's sale, foreclosure sale or otherwise, other than amounts received following the acquisition of
an REO Property pursuant to Section 4.13.
LPMI Fee: The portion of the Mortgage Interest Rate relating to an LPMI Loan, which is set
forth on the related Trade Confirmation, to be retained by Countrywide to pay the premium due on the PMI Policy
with respect to such LPMI Loan.
Master Servicer: Xxxxx Fargo Bank, N.A., its successor in interest or assign, or such other
custodian that may be designated by the Purchaser from time to time.
Monthly Advance: The advances made or required to be made by Countrywide on any Remittance
Date pursuant to Section 5.3.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note, which
creates a first priority lien on an unsubordinated estate in fee simple in real property securing the Mortgage
Note or, in a jurisdiction in which the use of leasehold estates for residential properties is a widely accepted
practice, a lien upon a leasehold estate of the Mortgagor, provided that the term of the leasehold expires at
least five (5) years after the expiration of the term of the Mortgage.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan in
accordance with the provisions of the related Mortgage Note.
Mortgage Loan: Any mortgage loan that is sold pursuant to this Agreement, as evidenced by such
mortgage loan's inclusion on the related Lock Confirmation, which mortgage loan includes the Credit File, the
Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, PMI Proceeds (if
applicable), Government Insurance Proceeds (if applicable), Other Insurance Proceeds, REO Disposition proceeds,
and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan,
excluding the servicing rights relating thereto.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the interest rate payable
to the Purchaser on each Remittance Date which shall equal the Mortgage Interest Rate less the Servicing Fee and
the LPMI Fee, if applicable.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.
Mortgaged Property: The real property (or leasehold estate, if applicable) securing repayment
of the debt evidenced by a Mortgage Note pursuant to the related Mortgage, and with respect to a Cooperative
Loan, the Cooperative Assets.
Mortgagee: The mortgagee or beneficiary named in the Mortgage and the successors and assigns
of such mortgagee or beneficiary.
Mortgagor: The obligor on a Mortgage Note or a person who has executed a Mortgage.
Officer's Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of
the Board, the President or a Vice President, Authorized Signatory or General Manager of the Company, and
delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on
behalf of whom the opinion is being given.
Other Insurance Proceeds: Proceeds of any title policy, hazard policy, pool policy or other
insurance policy covering a Mortgage Loan, other than the PMI Policy, if any, to the extent such proceeds are not
to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance
with Customary Servicing Procedures.
Pass-Through Transfer: The sale or transfer of some or all of the Mortgage Loans to a trust to
be formed as part of a publicly or privately traded, rated or unrated mortgage pass-through, pay-through or other
mortgage-backed securities transaction retaining Countrywide as servicer or sub-servicer thereunder.
Payment Adjustment Date: As to each Mortgage Loan, the date on which an adjustment to the
Monthly Payment on a Mortgage Note becomes effective.
Periodic Rate Cap: With respect to each Adjustable Rate Mortgage Loan, the provision of each
Mortgage Note which provides for an absolute maximum amount by which the Mortgage Interest Rate therein may
increase or decrease on an Adjustment Date above or below the Mortgage Interest Rate previously in effect.
Person: Any individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.
PMI Policy: A policy of private mortgage guaranty insurance relating to a Mortgage Loan and
issued by a Qualified Insurer.
PMI Proceeds: Proceeds of any PMI Policy.
Prepayment Interest Shortfall Amount: With respect to any Mortgage Loan that was subject to a
Principal Prepayment in full or in part during the calendar month preceding the month of the related Remittance
Date, which Principal Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan's Due Date in such
calendar month, the amount of interest (at the Mortgage Loan Remittance Rate) that would have accrued on the
amount of such Principal Prepayment during the period commencing on the date as of which such Principal
Prepayment was applied to such Mortgage Loan and ending on the day immediately preceding such Due Date, inclusive.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan which is
received in advance of its scheduled Due Date, excluding any prepayment penalty or premium thereon (unless the
Trade Confirmation provides otherwise), which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment.
Principal Prepayment Period: As to any Remittance Date, the calendar month preceding the month
of distribution.
Purchaser: The Person identified as the "Purchaser" in the preamble to this Agreement or its
successor in interest or any successor or assign to the Purchaser under this Agreement as herein provided. Any
reference to "Purchaser" as used herein shall be deemed to include any designee of the Purchaser.
Qualified Substitute Mortgage Loan: A mortgage loan that must, on the date of such
substitution, (i) have an unpaid principal balance, after deduction of all scheduled payments due in the month of
substitution (or if more than one (1) mortgage loan is being substituted, an aggregate principal balance), not in
excess of the unpaid principal balance of the repurchased Mortgage Loan (the amount of any shortfall will be
deposited in the Custodial Account by Countrywide and distributed to the Purchaser on the Remittance Date
following the substitution); (ii) have a Mortgage Interest Rate not less than, and not more than 1% greater than,
the Mortgage Interest Rate of the repurchased Mortgage Loan; (iii) have a remaining term to maturity not greater
than, and not more than one year less than, the maturity date of the repurchased Mortgage Loan; (iv) comply with
each representation and warranty (respecting individual Mortgage Loans) set forth in Section 3.2 hereof; (v)
shall be the same type of Mortgage Loan (i.e., a Convertible Mortgage Loan or a Fixed Rate Mortgage Loan).
Rating Agency: Any of Fitch, Inc., Xxxxx'x Investors Service, Inc. or Standard & Poor's
Corporation, or their respective successors designated by the Purchaser.
Reconstitution Agreements: The agreement or agreements entered into by the Purchaser,
Countrywide, an Agency or certain third parties on the Reconstitution Date(s) with respect to any or all of the
Mortgage Loans serviced hereunder, in connection with a Pass-Through Transfer, an Agency Transfer or a Whole Loan
Transfer as set forth in Section 9.1. Such agreement provides for servicing compensation to Countrywide at least
equal to the Servicing Fee due Countrywide in accordance with this Agreement.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the
Code.
Remittance Date: The eighteenth (18th) day of any month, beginning with the month next
following the month in which the related Cut-off Date occurs, or if such eighteenth (18th) day is not a Business
Day, the first Business Day immediately following.
REO Disposition: The final sale by Countrywide of any REO Property or the transfer of the
management of such REO Property to the Purchaser as set forth in Section 4.13.
REO Property: A Mortgaged Property acquired by Countrywide on behalf of the Purchaser as
described in Section 4.13.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses
incurred in the performance by Countrywide of its servicing obligations, including the cost of (i) the
preservation, restoration and protection of the Mortgaged Property, (ii) any enforcement or judicial proceedings,
including foreclosures, (iii) the management and liquidation of the REO Property, (iv) with respect to Government
Mortgage Loans, amounts advanced to the Purchaser for which Countrywide may be entitled to receive reimbursement
from a government agency and (v) compliance with the obligations under this Agreement including Section 4.9.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser
shall pay to Countrywide, which shall, for a period of one full month, be equal to one-twelfth of the product of
(i) the Servicing Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loan. Such fee shall be
payable monthly, computed on the basis of the same principal amount and period respecting which any related
interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to pay the Servicing Fee is
limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payment collected
by Countrywide, or as otherwise provided herein. Subject to the foregoing, and with respect to each Mortgage
Loan, Countrywide shall be entitled to receive its Servicing Fee through the disposition of any related REO
Property and the Servicing Fee payable with respect to any REO Property shall be based on the Stated Principal
Balance of the related Mortgage Loan at the time of foreclosure.
Servicing Officer: Any officer of Countrywide involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers furnished
by Countrywide to Purchaser upon request, as such list may from time to time be amended.
Stated Principal Balance: With respect to each Mortgage Loan as of any date of determination:
(i) the unpaid principal balance of the Mortgage Loan at the Cut-off Date after giving effect to payments of
principal due on or before such date, whether or not received, minus (ii) all amounts previously distributed to
the Purchaser with respect to the related Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
Trade Confirmation: A letter agreement executed by Countrywide and the Purchaser prior to the
applicable Closing date confirming the terms of a prospective purchase and sale of a Mortgage Loan Package.
Transaction Documents: The Trade Confirmation and this Agreement.
Updated LTV: With respect to any Mortgage Loan, the outstanding principal balance of such
Mortgage Loan as of the date of determination divided by the value of the related Mortgaged Property as
determined by a recent appraisal of the Mortgaged Property.
Whole Loan Transfer: The sale or transfer by the Purchaser of some or all of the Mortgage
Loans in a whole loan format.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.1. Countrywide to Act as Servicer. Countrywide, as independent contract servicer,
shall service and administer Mortgage Loans sold pursuant to this Agreement in accordance with the terms of this
Agreement and shall have full power and authority, acting alone, to do or cause to be done any and all things, in
connection with such servicing and administration, that Countrywide may deem necessary or desirable and
consistent with the terms of this Agreement. In servicing and administering the Mortgage Loans, Countrywide shall
employ procedures in accordance with the Customary Servicing Procedures.
In accordance with the terms of this Agreement, Countrywide may waive, modify or vary any term
of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in Countrywide's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the Purchaser; provided, however, that
Countrywide shall not permit any modification with respect to any Mortgage Loan that would decrease the Mortgage
Interest Rate (other than by adjustments required by the terms of the Mortgage Note), result in the denial of
coverage under a PMI Policy, defer or forgive the payment of any principal or interest payments, reduce the
outstanding principal amount (except for actual payments of principal), make future advances or extend the final
maturity date on such Mortgage Loan without the Purchaser's consent. Countrywide may permit forbearance or allow
for suspension of Monthly Payments for up to one hundred and eighty (180) days if the Mortgagor is in default or
Countrywide determines in its reasonable discretion, that default is imminent and if Countrywide determines that
granting such forbearance or suspension is in the best interest of the Purchaser. If any modification,
forbearance or suspension permitted hereunder allows the deferral of interest or principal payments on any
Mortgage Loan, Countrywide shall include in each remittance for any month in which any such principal or interest
payment has been deferred (without giving effect to such modification, forbearance or suspension) an amount equal
to such month's principal and one (1) month's interest at the Mortgage Loan Remittance Rate on the then unpaid
principal balance of the Mortgage Loan and shall be entitled to reimbursement for such advances only to the same
extent as for Monthly Advances made pursuant to Section 5.3. Without limiting the generality of the foregoing,
Countrywide shall continue, and is hereby authorized and empowered to execute and deliver on behalf of itself and
the Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all
other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Property. If
reasonably required by Countrywide, the Purchaser shall furnish Countrywide with any powers of attorney and other
documents necessary or appropriate to enable Countrywide to carry out its servicing and administrative duties
under this Agreement.
If requested by the Credit Risk Manager, Countrywide, during its normal business hours, will
respond to reasonable inquiries transmitted by the Credit Risk Manager in connection with any Mortgage Loan that
is at least thirty (30) days delinquent, an REO Property, or a Liquidated Loan; provided, however, Countrywide
shall only provide information that is readily accessible and available to Countrywide.
Section 4.2. Collection of Mortgage Loan Payments. Countrywide shall make reasonable efforts,
in accordance with the Customary Servicing Procedures, to collect all payments due under each Mortgage Loan to
the extent such procedures shall be consistent with this Agreement, the terms and provisions of any related PMI
Policy, and applicable law.
Section 4.3. Realization Upon Defaulted Mortgage Loans.
(a) Foreclosure. Countrywide shall use reasonable efforts to foreclose upon or
otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made for collection of delinquent
payments. Countrywide shall use reasonable efforts to realize upon defaulted Mortgage Loans, in such manner as
will maximize the receipt of principal and interest by the Purchaser, taking into account, among other things,
the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which
Mortgaged Property shall have suffered damage, Countrywide shall not be required to expend its own funds toward
the restoration of such property unless it shall determine in its discretion (i) that such restoration will
increase the proceeds of liquidation of the related Mortgage Loan to the Purchaser after reimbursement to itself
for such expenses, and (ii) that such expenses will be recoverable by Countrywide through PMI Proceeds, Other
Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property. Countrywide shall notify the
Purchaser in writing of the commencement of foreclosure proceedings. Such notice may be contained in the reports
prepared by Countrywide and delivered to the Purchaser pursuant to the terms and conditions of this Agreement,
and as otherwise requested by the Purchaser. Countrywide shall be responsible for all costs and expenses
incurred by it in any foreclosure proceedings; provided, however, that it shall be entitled to reimbursement
thereof from proceeds from the related Mortgaged Property.
If any Mortgage Loan is more than forty-five (45) days delinquent in payment, Countrywide shall
inspect the related Mortgaged Property within not more than thirty (30) days after such Mortgage Loan has become
so delinquent.
Section 4.4. Establishment of Custodial Accounts; Deposits in Custodial Accounts. Countrywide
shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one (1) or more Custodial Accounts, in
the form of time deposit or demand accounts, titled "Countrywide in trust for Xxxxxxxxx Mortgage Home Loans,
Inc." Countrywide shall provide the Purchaser with written evidence of the creation of such Custodial Account(s)
upon the request of the Purchaser in a form attached hereto as Exhibit H.
Countrywide shall deposit in the Custodial Account within two (2) Business Days, and retain
therein, the following payments and collections received or made by it subsequent to the Cut-off Date, or
received by it prior to the Cut-off Date but allocable to a period subsequent thereto, other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date:
(a) all payments on account of principal, including Principal Prepayments, on the
Mortgage Loans;
(b) all payments on account of interest on the Mortgage Loans, adjusted to the
Mortgage Loan Remittance Rate;
(c) all proceeds from a Cash Liquidation;
(d) all PMI Proceeds and Other Insurance Proceeds, including amounts required to
be deposited pursuant to Sections 4.8, 4.10 and 4.11, other than proceeds to be applied to the restoration or
repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures,
the loan documents or applicable law;
(e) all Condemnation Proceeds affecting any Mortgaged Property that are not
released to the Mortgagor in accordance with Customary Servicing Procedures, the loan documents or applicable law;
(f) all Monthly Advances;
(g) all proceeds of any Mortgage Loan repurchased in accordance with Section 3.3
or 3.4, and any amount required to be deposited by Countrywide in connection with any shortfall in principal
amount of the Qualified Substitute Mortgage Loans and the repurchased Mortgage Loans as required pursuant to
Section 3.3;
(h) any amounts required to be deposited by Countrywide pursuant to Section 4.10
in connection with the deductible clause in any blanket hazard insurance policy (such deposit shall be made from
Countrywide's own funds, without reimbursement therefor);
(i) the Prepayment Interest Shortfall Amount, if any, for the month of
distribution (such deposit shall be made from Countrywide's own funds, without reimbursement therefor up to a
maximum amount per month equal to the lesser of (a) one-twelfth of the product of (i) 0.25% and (ii) the Stated
Principal Balance of such Mortgage Loans, or (b) the aggregate Servicing Fee actually received for such month for
the Mortgage Loans);
(j) any amounts required to be deposited by Countrywide in connection with any REO
Property pursuant to Section 4.13;
(k) principal prepayment penalties, if any and if applicable pursuant to the
Purchase Confirmation or the Trade Confirmation; and
(l) any other amounts required to be deposited by Countrywide pursuant to the
terms of this Agreement.
The foregoing requirements for deposit in the Custodial Account are exclusive. The Purchaser
understands and agrees that, without limiting the generality of the foregoing, payments in the nature of late
payment charges, prepayment penalties and assumption fees (to the extent permitted by Section 4.16) need not be
deposited by Countrywide in the Custodial Account. Any interest paid by the depository institution on funds
deposited in the Custodial Account shall accrue to the benefit of Countrywide and Countrywide shall be entitled
to retain and withdraw such interest from the Custodial Account pursuant to Section 4.5(d).
Section 4.5. Permitted Withdrawals From the Custodial Account. Countrywide may, from time to
time, withdraw funds from the Custodial Account for the following purposes:
(a) to make payments to the Purchaser in the amounts and in the manner provided
for in Sections 5.1 and 5.3;
(b) to reimburse itself for Monthly Advances (Countrywide's reimbursement for
Monthly Advances shall be limited to amounts received on the related Mortgage Loan (or to amounts received on the
Mortgage Loans as a whole if the Monthly Advance is made due to a shortfall in a Monthly Payment made by a
Mortgagor entitled to relief under the Soldiers' and Sailors' Civil Relief Act of 1940) which represent Late
Collections, net of the related Servicing Fee, if applicable. Countrywide's right to reimbursement hereunder
shall be prior to the rights of the Purchaser, except that, where Countrywide is required to repurchase a
Mortgage Loan pursuant to Section 3.3 or 3.4, Countrywide's right to such reimbursement shall be subsequent to
the payment to the Purchaser of the Repurchase Price and all other amounts required to be paid to the Purchaser
with respect to such Mortgage Loans. Notwithstanding the foregoing, Countrywide may reimburse itself for Monthly
Advances from any funds in the Custodial Account if it has determined that such funds are nonrecoverable advances
or if all funds, with respect to the related Mortgage Loan, have previously been remitted to the Purchaser);
(c) to reimburse itself for unreimbursed Servicing Advances and any unpaid
Servicing Fees (Countrywide's reimbursement for Servicing Advances and/or Servicing Fees hereunder with respect
to any Mortgage Loan shall be limited to proceeds from Cash Liquidation, Liquidation Proceeds, Condemnation
Proceeds, PMI Proceeds, and Other Insurance Proceeds; provided, however, that Countrywide may reimburse itself
for Servicing Advances and Servicing Fees from any funds in the Custodial Account if all funds, with respect to
the related Mortgage Loan, have previously been remitted to the Purchaser;
(d) to pay to itself as servicing compensation (i) any interest earned on funds in
the Custodial Account (all such interest to be withdrawn monthly not later than each Remittance Date), and (ii)
the Servicing Fee and the LPMI Fee, if applicable, from that portion of any payment or recovery of interest on a
particular Mortgage Loan;
(e) to pay to itself, with respect to each Mortgage Loan that has been repurchased
pursuant to Section 3.3 or 3.4, all amounts received but not distributed as of the date on which the related
Repurchase Price is determined;
(f) to reimburse itself for any amounts deposited in the Custodial Account in
error; and
(g) to clear and terminate the Custodial Account upon the termination of this
Agreement.
Section 4.6. Establishment of Escrow Accounts; Deposits in Escrow Accounts. Countrywide shall
segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one (1)
or more Escrow Accounts in the form of time deposit or demand accounts, which accounts shall be Eligible
Accounts, and shall be titled "Countrywide in trust for Xxxxxxxxx Mortgage Home Loans, Inc. and/or various
mortgagors." Countrywide shall provide the Purchaser with written evidence of the creation of such Escrow
Account(s) upon the request of the Purchaser in a form attached hereto as Exhibit H.
Countrywide shall deposit in the Escrow Account(s) within two (2) Business Days, and retain
therein, (a) all Escrow Payments collected on account of the Mortgage Loans, and (b) all Other Insurance Proceeds
that are to be applied to the restoration or repair of any Mortgaged Property. Countrywide shall make
withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other
purposes in accordance with Section 4.7. Countrywide shall be entitled to retain any interest paid by the
depository institution on funds deposited in the Escrow Account except interest on escrowed funds required by law
to be paid to the Mortgagor. Countrywide shall pay, from its own funds, Mortgagor interest on the escrowed funds
at the rate required by law notwithstanding that the Escrow Account is non-interest bearing or the interest paid
by the depository institution thereon is insufficient to pay the Mortgagor interest at the rate required by law.
Section 4.7. Permitted Withdrawals From Escrow Account. Countrywide may, from time to time,
withdraw funds from the Escrow Account(s) for the following purposes: (a) to effect timely payments of ground
rents, taxes, assessments, water rates, mortgage insurance premiums, PMI Policy premiums, if applicable, and
comparable items; (b) to reimburse Countrywide for any Servicing Advance made by Countrywide with respect to a
related Mortgage Loan; provided, however, that such reimbursement shall only be made from amounts received on the
related Mortgage Loan that represent late payments or collections of Escrow Payments thereunder; (c) to refund to
the Mortgagor any funds as may be determined to be overages; (d) for transfer to the Custodial Account in
accordance with the terms of this Agreement; (e) for application to restoration or repair of the Mortgaged
Property; (f) to pay to Countrywide, or to the Mortgagors to the extent required by law, any interest paid on the
funds deposited in the Escrow Account; (g) to reimburse itself for any amounts deposited in the Escrow Account in
error; or (h) to clear and terminate the Escrow Account on the termination of this Agreement.
Section 4.8. Transfer of Accounts. Countrywide may transfer the Custodial Account or the
Escrow Account to a different depository institution from time to time provided that such Custodial Account and
Escrow Account shall at all times be Eligible Accounts. Countrywide shall provide the Purchaser with written
evidence of the transfer of such Custodial Account or Escrow Account upon the request of the Purchaser in a form
attached hereto as Exhibit H, as applicable.
Section 4.9. Payment of Taxes, Insurance and Other Charges; Maintenance of PMI Policies;
Collections Thereunder. With respect to each Mortgage Loan, Countrywide shall maintain accurate records
reflecting the status of (a) ground rents, taxes, assessments, water rates and other charges that are or may
become a lien upon the Mortgaged Property; (b) primary mortgage insurance premiums; and (c) fire and hazard
insurance premiums. Countrywide shall obtain, from time to time, all bills for the payment of such charges,
including renewal premiums, and shall effect payment thereof prior to the applicable penalty or termination date
and at a time appropriate for securing maximum discounts allowable using Escrow Payments which shall have been
estimated and accumulated by Countrywide in amounts sufficient for such purposes. To the extent that the Mortgage
does not provide for Escrow Payments, Countrywide shall determine that any such payments are made by the
Mortgagor at the time they first become due. Countrywide assumes full responsibility for the timely payment of
all such bills and shall effect timely payments of all such bills, irrespective of the Mortgagor's faithful
performance in the payment of same or the making of the Escrow Payments, and shall make advances from its own
funds to effect such payments.
Countrywide will maintain in full force and effect, a PMI Policy conforming in all respects to
the description set forth in Section 3.2(v), issued by an insurer described in that Section, with respect to each
Mortgage Loan for which such coverage is herein required. Such coverage will be maintained until the LTV or the
Updated LTV of the related Mortgage Loan is reduced to 80% or less in the case of a Mortgage Loan having a LTV at
origination in excess of 80%, unless otherwise required by applicable law. Countrywide will not cancel or refuse
to renew any PMI Policy in effect on the Closing Date that is required to be kept in force under this Agreement
unless a replacement PMI Policy is obtained from and maintained with an insurer that is approved by Xxxxxx Mae.
Countrywide shall not take any action that would result in non-coverage under any applicable PMI Policy of any
loss that, but for the actions of Countrywide, would have been covered thereunder. In connection with any
assumption or substitution agreement entered into or to be entered into pursuant to Section 4.16, Countrywide
shall promptly notify the insurer under the related PMI Policy, if any, of such assumption or substitution of
liability in accordance with the terms of such policy and shall take all actions that may be required by such
insurer as a condition to the continuation of coverage under the PMI Policy. If such PMI Policy is terminated as
a result of such assumption or substitution of liability, Countrywide shall obtain a replacement PMI Policy as
provided above. Countrywide will, as applicable and necessary, prepare and present, on behalf of itself and the
Purchaser, claims under any PMI Policy in accordance with the terms thereof.
Unless otherwise provided in the related Purchase Confirmation, no Mortgage Loan has in effect
as of the Closing Date any mortgage pool insurance policy or other credit enhancement, except for any PMI Policy,
as applicable (excluding such exception, the "Credit Enhancement"), and Countrywide shall not be required to take
into consideration the existence of any such Credit Enhancement for the purposes of performing its servicing
obligations hereunder, unless such Credit Enhancement is provided for in the related Trade Confirmation and then
to the extent set forth therein. If the Purchaser shall at any time after the related Closing Date notify
Countrywide in writing of its desire to obtain any such Credit Enhancement, the Purchaser and Countrywide shall
thereafter negotiate in good faith for the procurement and servicing of such Credit Enhancement.
Section 4.10. Maintenance of Hazard Insurance. Countrywide shall cause to be maintained, for
each Mortgage Loan, fire and hazard insurance with extended coverage as is customary in the area where the
Mortgaged Property is located in an amount that is equal to the lesser of (a) the maximum insurable value of the
improvements securing such Mortgage Loan or (b) the greater of (i) the unpaid principal balance of the Mortgage
Loan, and (ii) the percentage such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or
the Mortgagee from becoming a co-insurer, provided however, that Countrywide shall not require fire and hazard
insurance in an amount in excess of that permitted by applicable law. If the Mortgaged Property is in an area
identified in the Federal Register by the Flood Emergency Management Agency as having special flood hazards and
such flood insurance has been made available, Countrywide shall cause to be maintained a flood insurance policy
meeting the requirements of the current guidelines of the National Flood Insurance Administration program (or any
successor thereto) with a generally acceptable insurance carrier and with coverage in an amount not less than the
lesser of (x) the unpaid principal balance of the Mortgage Loan; (y) the maximum insurable value of the
improvements securing such Mortgage Loan; or (z) the maximum amount of insurance which is available under the
National Flood Insurance Reform Act of 1994. Countrywide shall also maintain on REO Property, (1) fire and
hazard insurance with extended coverage in an amount that is not less than the maximum insurable value of the
improvements that are a part of such property; (2) liability insurance; and (3) to the extent required and
available under the National Flood Insurance Reform Act of 1994, flood insurance in an amount as provided above.
Countrywide shall deposit in the Custodial Account all amounts collected under any such policies except (A)
amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property
or REO Property and (B) amounts to be released to the Mortgagor in accordance with Customary Servicing
Procedures. The Purchaser understands and agrees that no earthquake or other additional insurance on property
acquired in respect of the Mortgage Loan shall be maintained by Countrywide or Mortgagor. All such policies
shall be endorsed with standard mortgagee clauses with loss payable to Countrywide, its successors and/or
assigns, and shall provide for at least thirty (30) days prior written notice to Countrywide of any cancellation,
reduction in the amount of coverage or material change in coverage. Countrywide shall not interfere with the
Mortgagor's freedom of choice in selecting either the insurance carrier or agent; provided, however, that
Countrywide shall only accept insurance policies from insurance companies acceptable to Xxxxxx Xxx and licensed
to do business in the state wherein the property subject to the policy is located.
Countrywide shall promptly notify the Purchaser of any loss or damage by fire, or from any
other cause, to the Property that results in a claim for $10,000 or more, and will not make any agreement with
respect to the rehabilitation of the Mortgaged Property without the written consent of the Purchaser.
Countrywide's notification may include a recommendation as to the proposed nature and cost of repairs. If
necessary, Countrywide shall notify the insured under the applicable policy and the insurer under any applicable
PMI Policy, and shall determine that all required inspections have been made and that the necessary
determinations of the adequacy of the proposed repairs be obtained before repair work commences. Countrywide
shall send the Purchaser, to the extent available, copies of all inspection reports and other reports with
respect thereto, any of which may be in an electronic format.
Section 4.11. Maintenance of Mortgage Impairment Insurance. If Countrywide obtains and
maintains a blanket policy insuring against hazard losses on all of the Mortgage Loans issued by an issuer that
has a Best rating of A:V, then, to the extent such policy provides coverage in an amount equal to the amount
required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, Countrywide
shall conclusively be deemed to have satisfied its obligations as set forth in Section 4.10. If such blanket
policy contains a deductible clause and there shall not have been maintained on the related Mortgaged Property or
REO Property an additional individual policy complying with Section 4.10, upon the occurrence of a loss that
would have been covered by such individual policy, Countrywide shall deposit in the Custodial Account the amount
not otherwise payable under the blanket policy because of such deductible clause. In connection with its
activities as servicer of the Mortgage Loans, Countrywide agrees to prepare and present, on behalf of the
Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.
Upon the Purchaser's request, Countrywide shall cause to be delivered to the Purchaser a true copy of such policy
and a statement from the insurer thereunder that such policy shall in no event be terminated or materially
modified without thirty (30) days prior notice to the Purchaser.
Section 4.12. Fidelity Bond; Errors and Omissions Insurance. Countrywide shall maintain, at
its own expense, a blanket Fidelity Bond and an errors and omissions insurance policy with responsible companies,
with broad coverage of all officers, employees or other persons acting in any capacity with regard to the
Mortgage Loan who handle funds, money, documents or papers relating to the Mortgage Loan. The Fidelity Bond and
errors and omissions insurance shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and
insure Countrywide against losses, including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of its officers, employees and agents. Such Fidelity Bond shall also protect and insure
Countrywide against losses in connection with the failure to maintain any insurance policies required pursuant to
this Agreement and the release or satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section 4.12 shall diminish or relieve Countrywide from its
duties and obligations as set forth in this Agreement. The minimum coverage under any such Fidelity Bond and
errors and omissions insurance policy shall be at least equal to the corresponding amounts required by Xxxxxx Mae
for an approved seller/servicer. Upon the Purchaser's request, Countrywide shall cause to be delivered to the
Purchaser, a copy of such fidelity bond and errors and omissions insurance policy and a statement from the surety
and insurer that such bond and insurance policy shall in no event be terminated without thirty (30) days prior
written notice to the Purchaser.
Section 4.13. Title, Management and Disposition of REO Property.
(a) Title. In the event that title to the Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of
Countrywide for the benefit of the Purchaser, or in the event the Purchaser is not authorized or permitted to
hold title to real property in the state where the REO Property is located, or would be adversely affected under
the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be
taken in the name of such Person(s) as shall be consistent with an Opinion of Counsel obtained by Countrywide
from an attorney duly licensed to practice law in the state where the REO Property is located. Any Person(s)
holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee
for the benefit of the Purchaser.
(b) Management. Countrywide shall either itself or through an agent selected by
Countrywide, manage, conserve, protect and operate each REO Property in the same manner that it manages,
conserves, protects and operates other foreclosed property for its own account. Countrywide shall cause each REO
Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be
inspected at least annually thereafter or more frequently as required by the circumstances. Countrywide shall
make or cause to be made a written report of each such inspection. Such reports shall be retained in the Credit
File and copies thereof shall be forwarded by Countrywide to the Purchaser within five (5) days of the
Purchaser's request therefor. Countrywide shall attempt to sell the REO Property (and may temporarily rent the
same) on such terms and conditions as Countrywide deems to be in the best interest of the Purchaser. Countrywide
shall deposit, or cause to be deposited, within two (2) Business Days of receipt, in the Custodial Account all
revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper
operation, management and maintenance of each REO Property, including the cost of maintaining any hazard
insurance pursuant to Section 4.10 hereof and the fees of any managing agent acting on behalf of Countrywide.
Notwithstanding anything contained in this Agreement to the contrary, upon written notice to Countrywide, the
Purchaser may elect to assume the management and control of any REO Property; provided, however, that prior to
giving effect to such election, the Purchaser shall reimburse Countrywide for all previously unreimbursed or
unpaid Monthly Advances, Servicing Advances and Servicing Fees related to such REO Property.
(c) Disposition. Countrywide shall use reasonable efforts to dispose of each REO
Property as soon as possible and shall sell each REO Property no later than one (1) year after title to such REO
Property has been obtained, unless Countrywide determines, and gives an appropriate notice to the Purchaser, that
a longer period is necessary for the orderly disposition of any REO Property. If a period longer than one (1)
year is necessary to sell any REO Property, Countrywide shall, if requested by the Purchaser, report monthly to
the Purchaser as to the progress being made in selling such REO Property.
Each REO Disposition shall be carried out by Countrywide at such price and upon such terms and
conditions as Countrywide deems to be in the best interest of the Purchaser, provided that if the price is less
than ninety-five percent (95%) of the outstanding principal balance of such Mortgage Loan, Countrywide must
obtain the Purchaser's prior written consent. If, as of the date title to any REO Property was acquired by
Countrywide, there were outstanding unreimbursed Servicing Advances, Monthly Advances or Servicing Fees with
respect to the REO Property or the related Mortgage Loan, Countrywide, upon an REO Disposition of such REO
Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances, Monthly Advances
and Servicing Fees from proceeds received in connection with such REO Disposition. The proceeds from the REO
Disposition, net of any payment to Countrywide as provided above, shall be deposited in the Custodial Account and
distributed to the Purchaser in accordance with Section 5.1.
(d) REO Statement. On a monthly basis, with respect to any REO Property,
Countrywide shall furnish to the Purchaser a statement covering Countrywide's efforts in connection with the sale
of that REO Property and any rental of the REO Property incidental to the sale thereof for the previous month.
(e) Countrywide, upon obtaining knowledge thereof, shall promptly notify the
Purchaser of any vacancy in a Mortgaged Property or abandonment thereof, of any waste committed thereon, of any
failure on the part of the Mortgagor to keep a Mortgaged Property in good condition and repair, or of any
permanent or substantial injury to a Mortgaged Property caused by unreasonable use, in each case resulting in the
material diminution of the security for the Mortgage Loan. Countrywide shall promptly notify the Purchaser upon
learning of any state insolvency or federal bankruptcy proceedings in which any Mortgagor is seeking relief or is
defendant debtor, or of the death or incapacity of any Mortgagor or guarantor.
Section 4.14. Notification of Adjustments. With respect to each Adjustable Rate Mortgage
Loan, Countrywide shall adjust the Mortgage Interest Rate on the related Interest Adjustment Date and shall
adjust the Monthly Payment on the related Payment Adjustment Date in compliance with the requirements of
applicable law and the related Mortgage and Mortgage Note. If, pursuant to the terms of the Mortgage Note,
another index is selected for determining the Mortgage Interest Rate because the original index is no longer
available, the same index will be used with respect to each Mortgage Note which requires a new index to be
selected, provided that such selection does not conflict with the terms of the related Mortgage Note.
Countrywide shall execute and deliver any and all necessary notices required under applicable law and the terms
of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and the Monthly Payment
adjustments. Countrywide shall promptly, upon written request therefor, deliver to the Purchaser such
notifications and any additional applicable data regarding such adjustments and the methods used to calculate and
implement such adjustments. Upon the discovery by Countrywide or the Purchaser that Countrywide has failed to
adjust a Mortgage Interest Rate or a Monthly Payment pursuant to the terms of the related Mortgage Note and
Mortgage, Countrywide shall immediately deposit in the Custodial Account, from its own funds, the amount of any
interest loss caused the Purchaser thereby without reimbursement therefor.
Section 4.15. Notification of Maturity Date. With respect to each Balloon Mortgage Loan,
Countrywide shall execute and deliver to the Mortgagor any and all necessary notices required under applicable
law and the terms of the related Mortgage Note and Mortgage regarding the maturity date and final balloon payment.
Section 4.16. Assumption Agreements. Countrywide shall, to the extent it has knowledge of any
conveyance or prospective conveyance by any Mortgagor of the Mortgaged Property (whether by absolute conveyance
or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note
and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that Countrywide shall not exercise any
such right if prohibited from doing so by law or the terms of the Mortgage Note or if the exercise of such right
would impair or threaten to impair any recovery under the related PMI Policy, if any. If Countrywide reasonably
believes it is unable under applicable law to enforce such "due-on-sale" clause, Countrywide shall, unless
instructed otherwise in writing by the Purchaser within three (3) Business Days of the Purchaser's receipt of
notice from Countrywide, enter into an assumption agreement with the Person to whom the Mortgaged Property has
been conveyed or is proposed to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note
and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. Where an assumption
is allowed pursuant to this Section 4.16, the Purchaser authorizes Countrywide, with the prior written consent of
the primary mortgage insurer, if any, to enter into a substitution of liability agreement with the Person to whom
the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the original Mortgagor
is released from liability and such Person is substituted as Mortgagor and becomes liable under the related
Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption agreement.
In connection with any such assumption or substitution of liability, Countrywide shall follow
the underwriting practices and procedures employed by Countrywide for mortgage loans originated by Countrywide
for its own account in effect at the time such assumption or substitution is made. With respect to an assumption
or substitution of liability, the Mortgage Interest Rate borne by the related Mortgage Note, the term of the
Mortgage Loan and the outstanding principal amount of the Mortgage Loan shall not be changed. Countrywide shall
notify the Purchaser that any such substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser or its designee the original of any such substitution of liability or assumption
agreement, which document shall be added to the related Collateral File and shall, for all purposes, be
considered a part of such Collateral File to the same extent as all other documents and instruments constituting
a part thereof.
Notwithstanding anything to the contrary contained herein, Countrywide shall not be deemed to
be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or any assumption that Countrywide may be restricted by law from preventing,
for any reason whatsoever. For purposes of this Section 4.16, the term "assumption" is deemed to also include a
sale of the Mortgaged Property subject to the Mortgage that is not accompanied by an assumption or substitution
of liability agreement.
Section 4.17. Satisfaction of Mortgages and Release of Collateral Files. Upon the payment in
full of any Mortgage Loan, or the receipt by Countrywide of a notification that payment in full will be escrowed
in a manner customary for such purposes, Countrywide shall immediately notify the Purchaser or its designee.
Such notice shall include a statement to the effect that all amounts received or to be received in connection
with such payment, which are required to be deposited in the Custodial Account pursuant to Section 4.4, have been
or will be so deposited and shall request delivery to it of the portion of the Collateral File held by the
Purchaser. Upon receipt of such notice and request, the Purchaser, or its designee, shall within five (5)
Business Days release or cause to be released to Countrywide the related Collateral Documents and Countrywide
shall prepare and process any satisfaction or release. In the event that the Purchaser fails to release or cause
to be released to Countrywide the related Collateral Documents within five (5) Business Days of Countrywide's
request therefor, the Purchaser shall be liable to Countrywide for any additional expenses or costs, including,
but not limited to, outsourcing fees and penalties, incurred by Countrywide resulting from such failure. No
expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to
the Custodial Account.
In the event Countrywide satisfies or releases a Mortgage without having obtained payment in
full of the indebtedness secured by the Mortgage or should it otherwise prejudice any right the Purchaser may
have under the mortgage instruments, Countrywide, upon written demand, shall remit to the Purchaser the then
unpaid principal balance of the related Mortgage Loan by deposit thereof in the Custodial Account. Countrywide
shall maintain the Fidelity Bond insuring Countrywide against any loss it may sustain with respect to any
Mortgage Loan not satisfied in accordance with the procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure of a Mortgage Loan,
including for the purpose of collection under any PMI Policy, the Purchaser shall, within five (5) Business Days
of Countrywide's request and delivery to the Purchaser, or the Purchaser's designee, of a servicing receipt
signed by a Servicing Officer, release or cause to be released to Countrywide the portion of the Collateral File
held by the Purchaser or its designee. Pursuant to the servicing receipt, Countrywide shall be obligated to
return to the Purchaser the related Collateral File when Countrywide no longer needs such file, unless the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in the Custodial Account or the Collateral File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially. In the
event that the Purchaser fails to release or cause to be released to Countrywide the portion of the Collateral
File held by the Purchaser or its designee within five (5) Business Days of Countrywide's request therefor, the
Purchaser shall be liable to Countrywide for any additional expenses or costs, including, but not limited to,
outsourcing fees and penalties, incurred by Countrywide resulting from such failure. Upon receipt of notice from
Countrywide stating that such Mortgage Loan was liquidated, the Purchaser shall release Countrywide from its
obligations under the related servicing receipt.
Section 4.18. Servicing Compensation. As compensation for its services hereunder, Countrywide
shall be entitled to withdraw from the Custodial Account, or to retain from interest payments on the Mortgage
Loans, the amounts provided for as Servicing Fees. Additional servicing compensation in the form of assumption
fees (as provided in Section 4.16), late payment charges, prepayment penalties or otherwise shall be retained by
Countrywide to the extent not required to be deposited in the Custodial Account. Countrywide shall be required
to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided herein.
Section 4.19. Designation of a Master Servicer. The Purchaser hereby appoints and designates
the Master Servicer (such action, the "Appointment") of all of the Mortgage Loans subject to this Agreement.
Countrywide shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the
Purchaser hereunder. Furthermore, the Master Servicer shall have all rights as designee of the Purchaser to
enforce the representations and warranties, and all other covenants, and conditions set forth in this Agreement,
including the right to indemnification, and Countrywide shall follow the instructions of the Master Servicer
under this Agreement as if such instructions were the instructions of the Purchaser. The Master Servicer shall
have the right to give any waivers or consents required or allowed under this Agreement on behalf of the
Purchaser, and shall furthermore be empowered to enter into and execute and deliver any amendments or
modifications to this Agreement as the Purchaser's designee hereunder, and such amendments or modifications shall
be binding upon the Purchaser. All amounts due hereunder shall be remitted to the Master Servicer in accordance
with the Master Servicer's instructions. The Master Servicer shall not assume any of the liabilities of the
Purchaser under this Agreement; provided however, the Purchaser shall remain liable under the terms of this
Agreement.
Countrywide shall treat the Master Servicer as the Purchaser under this Agreement in accordance
with the provisions of this Section unless and until Countrywide receives written notice from the then current
Purchaser under this Agreement that the then current Purchaser has terminated the Master Servicer (such notice,
the "Master Servicer Termination"). Upon receipt of the Master Servicer Termination, Countrywide shall no longer
recognize or deal with the Master Servicer as the Purchaser's designee hereunder, but shall instead deal directly
with the then current Purchaser, or such other designee appointed by the Purchaser by Appointment in accordance
with this Section.
Neither Countrywide nor any of the officers, employees or agents of Countrywide shall be under
any liability to the Purchaser for any action taken, or for refraining from taking any action, in good faith
pursuant to this Section 4.19, or for errors in judgment. Countrywide and any officer, employee or agent of
Countrywide may rely in good faith on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. This Section 4.19 shall be subject to the provisions of Section
8.7.
ARTICLE V
PROVISIONS OF PAYMENTS AND REPORTS TO
PURCHASER
Section 5.1. Distributions. On each Remittance Date, Countrywide shall distribute to the
Purchaser (a) all amounts credited to the Custodial Account as of the close of business on the preceding
Determination Date, net of charges against or withdrawals from the Custodial Account pursuant to Section 4.5;
plus (b) all Monthly Advances, if any, that Countrywide is obligated to distribute pursuant to Section 5.3; minus
(c) any amounts attributable to Principal Prepayments received after the related Principal Prepayment Period;
minus (d) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the
preceding Determination Date. It is understood that, by operation of Section 4.4, the remittance on the first
Remittance Date is to include principal collected after the Cut-off Date through the preceding Determination Date
plus interest, adjusted to the Mortgage Loan Remittance Rate, collected through such Determination Date exclusive
of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments specified in (b),
(c) and (d) above. Each distribution shall be made by wire or other electronic funds transfer of immediately
available funds to the account of the Purchaser.
With respect to any remittance to the Purchaser made by Countrywide after the second Business
Day following the Business Day on which such remittance was due, Countrywide shall pay to the Purchaser interest
on such late remittance at an annual rate equal to the rate of interest as is publicly announced from time to
time at its principal office by Chemical Bank, New York, New York, as its prime lending rate, adjusted as of the
date of each change, plus two percentage points, but in no event greater than the maximum amount permitted by
applicable law. Such interest shall be deposited in the Custodial Account by Countrywide on the date such late
remittance is made and shall cover the period commencing with the day following such second Business Day and
ending with the Business Day on which such late remittance is made, both inclusive. Such interest shall be
remitted along with the remittance payable to the Purchaser on the next succeeding Remittance Date.
Section 5.2. Periodic Reports to the Purchaser.
(a) Monthly Reports. Not later than the tenth (10th) calendar day of each month,
Countrywide shall furnish to the Purchaser via any electronic medium, or such other format mutually agreed to by
Countrywide and the Purchaser, a monthly report in a form attached hereto as Exhibit I, which report shall
include with respect to each Mortgage Loan the following loan-level information: (i) the scheduled balance as of
the last day of the related Due Period, (ii) all Principal Prepayments applied to the Mortgagor's account during
the related Principal Prepayment Period, and (iii) the delinquency and bankruptcy status of the Mortgage Loan, if
applicable.
(b) Miscellaneous Reports. Upon the foreclosure sale of any Mortgaged Property or
the acquisition thereof by the Purchaser pursuant to a deed-in-lieu of foreclosure, Countrywide shall submit to
the Purchaser a liquidation report with respect to such Mortgaged Property, which report may be included with any
other reports prepared by Countrywide and delivered to the Purchaser pursuant to the terms and conditions of this
Agreement. With respect to any REO Property, and upon the request of the Purchaser, Countrywide shall furnish to
the Purchaser a statement describing Countrywide's efforts during the previous month in connection with the sale
of such REO Property, including any rental of such REO Property incidental to the sale thereof and an operating
statement. Countrywide shall also provide the Purchaser with such information concerning the Mortgage Loans as
is necessary for the Purchaser to prepare its federal income tax return and as the Purchaser may reasonably
request from time to time. The Purchaser agrees to pay for all reasonable out-of-pocket expenses incurred by
Countrywide in connection with complying with any request made by the Purchaser hereunder if such information is
not customarily provided by Countrywide in the ordinary course of servicing mortgage loans similar to the
Mortgage Loans.
Section 5.3. Monthly Advances by Countrywide. Not later than the close of business on the
Determination Date preceding each Remittance Date, Countrywide shall deposit in the Custodial Account an amount
equal to all payments not previously advanced by Countrywide, whether or not deferred pursuant to Section 5.1, of
principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date,
adjusted to the Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent as of the close
of business on the Business Day prior to the related Determination Date. Notwithstanding anything to the
contrary herein, Countrywide may use amounts on deposit in the Custodial Account for future distribution to the
Purchaser to satisfy its obligation, if any, to deposit delinquent amounts pursuant to the preceding sentence.
To the extent Countrywide uses any funds being held for future distribution to the Purchaser to satisfy its
obligations under this Section 5.3, Countrywide shall deposit in the Custodial Account an amount equal to such
used funds no later than the Determination Date prior to the following Remittance Date to the extent that funds
in the Custodial Account on such Remittance Date are less than the amounts to be remitted to the Purchaser
pursuant to Section 5.1.
Countrywide's obligation to make such advances as to any Mortgage Loan will continue through
the earliest of: (a) the last Monthly Payment due prior to the payment in full of the Mortgage Loan; (b) the
Remittance Date prior to the Remittance Date for the distribution of any Liquidation Proceeds, Other Insurance
Proceeds or Condemnation Proceeds which, in the case of Other Insurance Proceeds and Condemnation Proceeds,
satisfy in full the indebtedness of such Mortgage Loan; or (c) the Remittance Date prior to the date the Mortgage
Loan is converted to REO Property. In no event shall Countrywide be obligated to make an advance under this
Section 5.3 if at the time of such advance it reasonably determines that such advance will be unrecoverable. If
Countrywide determines that an advance, if made, would be unrecoverable, Countrywide shall detail the reasons for
such determination in an officer's certificate which shall be delivered to the Purchaser.
Section 5.4. Annual Statement as to Compliance. Countrywide shall deliver to the Purchaser on
or before March 15th of each year, beginning in the year following the initial Closing Date, an Officers'
Certificate stating, as to each signatory thereof, that (a) a review of the activities of Countrywide during the
preceding calendar year and of performance under this Agreement has been made under such officers' supervision,
and (b) to the best of such officers' knowledge, based on such review, Countrywide has fulfilled all of its
obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officers and the nature and status thereof.
Countrywide shall provide the Purchaser with copies of such statements upon request.
Section 5.5. Annual Independent Certified Public Accountants' Servicing Report. On or before
March 15th of each year, beginning in the year following the Closing Date, Countrywide at its expense shall cause
a firm of independent public accountants, which is a member of the American Institute of Certified Public
Accountants, to furnish a statement to the Purchaser to the effect that such firm has examined certain documents
and records relating to Countrywide's servicing of mortgage loans of the same type as the Mortgage Loans,
pursuant to this Agreement or servicing agreements substantially similar to this Agreement, and that, on the
basis of such examination, conducted substantially in accordance with the Uniform Single Audit Program for
Mortgage Bankers, such firm is of the opinion that Countrywide's servicing has been conducted in compliance with
this Agreement or such servicing agreements examined pursuant to this Section 5.5 except for (a) such exceptions
as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such
statement. Countrywide shall provide the Purchaser with copies of such statements.
Section 5.6. Purchaser's Access to Countrywide's Records. The Purchaser, its agents,
contractors, or regulators shall have access upon reasonable notice to Countrywide, during business hours or at
such other times as might be reasonable under applicable circumstances, to any and all of the books and records
of Countrywide that relate to the performance or observance by Countrywide of the terms, covenants or conditions
of this Agreement. Further, Countrywide hereby authorizes the Purchaser, in connection with a sale of the
Mortgage Loans, to make available to prospective purchasers a Consolidated Statement of Operations of
Countrywide, or its parent company, prepared by or at the request of Countrywide for the most recently completed
three (3) fiscal years for which such a statement is available as well as a Consolidated Statement of Condition
at the end of the last two (2) fiscal years covered by such Consolidated Statement of Operations. Countrywide
also agrees to make available to the Purchaser, its agents, contractors, regulators, or any prospective
purchaser, upon reasonable notice and during normal business hours, a knowledgeable financial or accounting
officer for the purpose of answering questions respecting Countrywide's ability to perform under this Agreement.
The Purchaser agrees to reimburse Countrywide for any reasonable out-of-pocket costs incurred by Countrywide in
connection with its obligations under this Section 5.6.
ARTICLE VI
COVENANTS BY COUNTRYWIDE
Section 6.1. Additional Indemnification by Countrywide. In addition to the indemnification
provided in Section 3.3(d), Countrywide shall indemnify the Purchaser and hold it harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary attorneys' fees and related
costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the
failure of Countrywide to perform its obligations hereunder including its obligations to service and administer
the Mortgage Loans in compliance with the terms of this Agreement. Notwithstanding the foregoing, the Purchaser
shall indemnify Countrywide and hold it harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that Countrywide may sustain in any way related to (a) actions or inactions of Countrywide which were
taken or omitted upon the instruction or direction of the Purchaser, or (b) the failure of the Purchaser to
perform its obligations hereunder, including subsections (i) and (ii) in Section 6.4.
Section 6.2. Third Party Claims. Countrywide and the Purchaser shall immediately notify the
other if a claim is made upon such party by a third party with respect to this Agreement or the Mortgage Loans.
Upon the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, Countrywide
shall assume the defense of any such claim and pay all expenses in connection therewith, including attorneys'
fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the
Purchaser in respect of such claim. The Purchaser shall promptly reimburse Countrywide for all amounts advanced
by it pursuant to the preceding sentence except when as a result of such claim Countrywide is otherwise required
to indemnify the Purchaser pursuant to Section 3.3 or 6.1 hereof.
Section 6.3. Merger or Consolidation of Countrywide. Countrywide shall keep in full effect
its existence, rights and franchises as a corporation under the laws of the state of its incorporation except as
permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of
this Agreement, or any of the Mortgage Loans, and to perform its duties under this Agreement.
Notwithstanding anything to the contrary contained herein, any Person into which Countrywide
may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which
Countrywide shall be a party, or any Person succeeding to the business of Countrywide, shall be the successor of
Countrywide hereunder, without the execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that the successor or surviving Person shall be an institution whose deposits
are insured by FDIC or a company whose business is the origination and servicing of mortgage loans, unless
otherwise consented to by the Purchaser, which consent shall not be unreasonably withheld, and shall be qualified
to service mortgage loans on behalf of Xxxxxx Xxx.
Section 6.4. Limitation on Liability of Countrywide and Others. Neither Countrywide nor any
of the officers, employees or agents of Countrywide shall be under any liability to the Purchaser for any action
taken, or for refraining from taking any action, in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect Countrywide or any such person against any
breach of warranties or representations made herein, or the failure to perform its obligations in compliance with
any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of
any breach of the terms and conditions of this Agreement. Countrywide and any officer, employee or agent of
Countrywide may rely in good faith on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. Notwithstanding anything to the contrary contained in this
Agreement, unless one or more Event of Default by Countrywide shall occur and shall not have been remedied within
the time limits set forth in Section 7.1(a) of this Agreement, the Purchaser shall not record or cause to be
recorded an Assignment of Mortgage with the recording office; provided however, the Purchaser may record or cause
to be recorded an Assignment of Mortgage if it is necessary to protect the Purchaser's interest in such Mortgage
Loan or the Purchaser otherwise reasonably determines that recordation is necessary. To the extent the Purchaser
records with the recording office as permitted herein an Assignment of Mortgage which designates the Purchaser as
the holder of record of the Mortgage, the Purchaser agrees that it shall (i) provide Countrywide with immediate
notice of any action with respect to the Mortgage or the related Mortgaged Property and ensure that the proper
department or person at Countrywide receives such notice; and (ii) immediately complete, sign and return to
Countrywide any document reasonably requested by Countrywide to comply with its servicing obligations, including
without limitation, any instrument required to release the Mortgage upon payment in full of the obligation or
take any other action reasonably required by Countrywide. The Purchaser further agrees that Countrywide shall
have no liability for the Purchaser's failure to comply with the subsections (i) or (ii) in the foregoing
sentence. Countrywide shall have no liability to the Purchaser and shall not be under any obligation to appear
in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in
accordance with this Agreement and which in its opinion may involve it in any expenses or liability; provided,
however, that Countrywide may, with the consent of the Purchaser, undertake any such action which it may deem
necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such
event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs
and liabilities for which the Purchaser will be liable, and Countrywide shall be entitled to be reimbursed
therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to
Countrywide's indemnification under Section 3.3 or 6.1.
Section 6.5. No Transfer of Servicing. Countrywide acknowledges that the Purchaser acts in
reliance upon Countrywide's independent status, the adequacy of its servicing facilities, plant, personnel,
records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in
any way limiting the generality of this Section, Countrywide shall not assign this Agreement or the servicing
rights hereunder, without the prior written approval of the Purchaser, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing or any applicable provisions of this Agreement, Countrywide may transfer
the servicing rights hereunder to Countrywide Home Loans Servicing, LP, or other affiliate, without the prior
approval of the Purchaser; provided however, that Countrywide shall remain liable under the terms of this
Agreement. Countrywide shall not resign from the obligations and duties hereby imposed on it except by mutual
consent of Countrywide and the Purchaser or upon the determination that Countrywide's duties hereunder are no
longer permissible under applicable law and such incapacity cannot be cured by Countrywide. No such resignation
shall become effective until a successor reasonably acceptable to the Purchaser has assumed Countrywide's
responsibilities and obligations hereunder.
ARTICLE VII
TERMINATION OF COUNTRYWIDE AS SERVICER
Section 7.1. Termination Due to an Event of Default.
(a) Events of Default. Each of the following shall be an Event of Default by
Countrywide if it shall occur and be continuing:
(i) any failure by Countrywide to remit to the Purchaser any payment
required to be made under the terms of this Agreement which such failure continues unremedied for a period of
five (5) Business Days after the date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to Countrywide by the Purchaser; or
(ii) any failure on the part of Countrywide to duly observe or perform in
any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement or
in the Bailee Letter, if any, which continues unremedied for a period of thirty (30) days after the date on which
written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the
Purchaser; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have
remained in force undischarged or unstayed for a period of sixty (60) days; or
(iv) Countrywide shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities
or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its
property; or
(v) Countrywide shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations;
or
(vi) Countrywide shall cease being an approved seller/servicer of
conventional mortgage loans for Xxxxxx Xxx, Xxxxxxx Mac, FHA and HUD, in good standing; or
(vii) Failure by Countrywide to duly perform, within the required time
period, its obligations under Sections 5.4, 5.5 or 9.1(5), which failure continues unremedied for a period of 10
days after the date on which written notice of such failure, requiring the same to be remedied, shall have been
received by Countrywide from the Purchaser or the Master Servicer responsible for master servicing the Mortgage
Loans pursuant to a securitization of such Mortgage Loans.
In case one or more Events of Default by Countrywide shall occur and shall not have been
remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser
may have at law or equity to damages, including injunctive relief and specific performance, terminate all the
rights and obligations of Countrywide under this Agreement and in and to the Mortgage Loans and the proceeds
thereof. On or after the receipt by Countrywide of such written notice, all authority and power of Countrywide
under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the
Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all
documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the
Mortgage Loans and related documents, or otherwise, at Countrywide's sole expense. Countrywide agrees to
cooperate with the Purchaser in effecting the termination of Countrywide's responsibilities and rights hereunder,
including, without limitation, the transfer to the Purchaser, for administration by it, of all cash amounts which
shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received
with respect to the Mortgage Loans.
(b) Waiver of Event of Default. The Purchaser may waive any default by
Countrywide in the performance of Countrywide's obligations hereunder and its consequences. Upon any such waiver
of a past default, such default shall cease to exist, and any Events of Default arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereto except to the extent expressly so waived.
Section 7.2. Termination by Other Means. The respective obligations and responsibilities of
Countrywide shall terminate with respect to any Mortgage Loan Package upon the first to occur of: (a) the later
of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or the
disposition of all REO Property in such Mortgage Loan Package and the remittance of all funds due hereunder; or
(b) by mutual consent of Countrywide and the Purchaser in writing.
ARTICLE VIII
MISCELLANEOUS
Section 8.1. Notices. All demands, notices and communications required to be provided
hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified
mail, postage prepaid, and return receipt requested, or, if by other means, when received by the other party at
the address as follows:
(a) if to Countrywide:
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxxxxx X. Xxxxxxxxxxxx, Vice President
With copy to: General Counsel
(b) if to the Purchaser:
Xxxxxxxxx Mortgage Home Loans, Inc.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xx, Xxx Xxxxxx 00000
Attn: Xx. Xxxxxxx X. Xxxxx, Vice President
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice
or communication hereunder shall be deemed to have been received on the date delivered to or received at the
premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the
return receipt).
Section 8.5. Reproduction of Documents. This Agreement and all documents relating thereto,
including (a) consents, waivers and modifications which may hereafter be executed, (b) documents received by any
party at the closing, and (c) financial statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
Section 8.6. Further Agreements. Countrywide shall execute and deliver to the Purchaser and
the Purchaser shall be required to execute and deliver to Countrywide such reasonable and appropriate additional
documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this
Agreement.
Section 8.7. Assignment of Mortgage Loans by the Purchaser. The Purchaser may, subject to the
terms of this Agreement, sell and transfer one or more of the Mortgage Loans; provided, however, that the
transferee will not be deemed to be the Purchaser hereunder unless such transferee shall agree in writing to be
bound by the terms of this Agreement and an original counterpart of the document evidencing such agreement shall
have been executed by the Purchaser and the transferee and delivered to Countrywide. Notwithstanding the
foregoing, no transfer shall be effective if such transfer would result in there being more than three (3)
"Purchasers" outstanding hereunder with respect to any Mortgage Loan Package. "Purchaser" shall include any party
Countrywide shall remit to under the Agreement, including without limitation pursuant to any Servicing Control
Notice and the provisions thereof.
Section 8.8. Conflicts Between Transaction Documents. In the event of any conflict,
inconsistency or ambiguity between the terms and conditions of this Agreement and either the Trade Confirmation
or Purchase Confirmation, the terms of the Trade Confirmation or Purchase Confirmation, as the case may be, shall
control. In the event of any conflict, inconsistency or ambiguity between the terms and conditions of the Trade
Confirmation and the Purchase Confirmation, the terms of the Purchase Confirmation shall control.
Section 8.9. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements entered into and wholly performed within that
state.
Section 8.10. Severability Clause. Any part, provision, representation or warranty of this
Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision,
representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any
provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any
part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit
intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to an amendment to this
Agreement which places each party in the same or as economic position as each party would have been in except for
such invalidity.
Section 8.11. Successors and Assigns. This Agreement shall bind and inure to the benefit of
and be enforceable by Countrywide and the Purchaser and the respective permitted successors and assigns of
Countrywide and the Purchaser. Except as specifically set forth in Section 8.7 above, the Purchaser may not
assign this Agreement to any Person without Countrywide's prior written consent. Further, this Agreement shall
not be assigned, pledged, or hypothecated by Countrywide to an unrelated third party without the consent of the
Purchaser, which consent shall not be unreasonably withheld.
Section 8.12. Confidentiality. Countrywide and the Purchaser acknowledge and agree that the
terms of the Transaction Documents shall be kept confidential and their contents will not be divulged to any
party without the other party's consent, except to the extent that it is appropriate for Countrywide and the
Purchaser to do so in working with legal counsel, auditors, taxing authorities, or other governmental agencies.
The Purchaser has a responsibility to its customers and employees, whether arising from or related to the
Xxxxx-Xxxxx-Blilely Act of 1999 and the rules and regulations promulgated thereunder, or otherwise, to keep the
Purchaser's records and information confidential and proprietary. Countrywide shall not disclose to any Person,
information concerning matters affecting or relating to the Mortgage Loans, unless the information is required by
Countrywide to fulfill its duties and obligations under this Agreement or any other agreement contemplated
herein, or unless the information is already in the public domain, or unless Countrywide is required by law to
disclose such information.
Section 8.13. Entire Agreement. This Agreement and the related Trade Confirmation and
Purchase Confirmation constitute the entire understanding between the parties hereto with respect to each
Mortgage Loan Package and supersede all prior or contemporaneous oral or written communications regarding same.
Countrywide and the Purchaser understand and agree that no employee, agent or other representative of Countrywide
or the Purchaser has any authority to bind such party with regard to any statement, representation, warranty or
other expression unless said statement, representation, warranty or other expression is specifically included
within the express terms of this Agreement or the related Trade Confirmation or Purchase Confirmation. Neither
this Agreement nor a Trade Confirmation nor the Purchase Confirmation shall be modified, amended or in any way
altered except by an instrument in writing signed by both parties.
Section 8.14. No Partnership. Nothing herein shall be deemed or construed to create a
co-partnership or joint venture between the parties hereto. The services of Countrywide shall be rendered as an
independent contractor.
ARTICLE IX
AGENCY TRANSFER; WHOLE LOAN TRANSFER;
PASS-THROUGH TRANSFER
Section 9.1. Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency
Transfer, a Whole Loan Transfer or a Pass-Through Transfer. Countrywide and the Purchaser agree that with
respect to some or all of the Mortgage Loans, the Purchaser may, from time to time, effect either one or more
Agency Transfers, one or more Whole Loan Transfers, and/or one or more Pass-Through Transfers.
(a) With respect to each Agency Transfer, Whole Loan Transfer or Pass-Through
Transfer, Countrywide agrees to:
(i) cooperate with the Purchaser and any prospective purchaser, master
servicer, trustee and Rating Agency with respect to all reasonable requests and due diligence procedures;
(ii) execute, deliver and perform its obligations under the related
Reconstitution Agreement or Agreements, provided that each of Countrywide and the Purchaser is given an
opportunity to review and reasonably negotiate in good faith the content of such documents and such documents do
not create any servicing requirements for Countrywide that are more burdensome than those requirements under this
Agreement and that such documents do not reduce or otherwise diminish the servicing compensation due Countrywide
under this Agreement;
(iii) restate the representations and warranties regarding itself as of the
closing date of the Agency Transfer, Whole Loan Transfer or Pass-Through Transfer, provided such Agency Transfer,
Whole Loan Transfer, or Pass-Through Transfer occurs within ninety (90) days of the related Closing Date;
(iv) provide to the Participants: (i) information and appropriate
verification of information which may be reasonably available to Countrywide as any Participant may reasonably
request; and (ii) such additional information as is reasonably believed necessary by any Participant in
connection with such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer, including but not limited to,
a summary of Countrywide's underwriting guidelines, if applicable, delinquency, loss and foreclosure experience
and other seller/servicer information customarily used in connection with offering documents; and
(v) where the filing of a Xxxxxxxx-Xxxxx Certification directly with the
SEC is required with respect to the Mortgage Loans, by March 15th of each year, an officer of Countrywide shall
execute and deliver an Officer's Certification substantially in the form attached hereto as Exhibit J, to the
entity filing the Xxxxxxxx-Xxxxx Certification directly with the SEC (such as the Purchaser, any master servicer,
any trustee or any depositor) for the benefit of such entity.
(b) Countrywide shall indemnify and hold harmless such entity and its respective
officers, directors, agents and affiliates from and against any losses, damages, penalties, fines forfeitures,
reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or
based upon a failure by Countrywide or any of its officers, directors, agents or affiliates to perform its
obligations under Section 9.1(a)(v), or any material misrepresentation or omission contained in the certification
delivered pursuant to Section 9.1(a)(v), or Countrywide's gross negligence, bad faith or willful misconduct in
connection therewith; provided, however, that Countrywide shall not be obligated to indemnify or hold harmless
such entity from or against any losses arising out of or based upon the negligence, bad faith or willful
misconduct of such entity.
(c) Countrywide shall be retained as the servicer of the Mortgage Loans or as a
subservicer if a master servicer is employed. Countrywide shall retain a servicing fee at a rate per annum equal
to the rate provided in this Agreement. Countrywide shall cooperate with the Purchaser in connection with an
Agency Transfer, Pass-Through Transfer or Whole Loan Transfer in accordance with this Section 9.1 so long as the
servicing provisions set forth or incorporated by reference in the related Reconstitution Agreement are
substantially similar to the servicing provisions of Countrywide in this Agreement.
(d) Notwithstanding any provision in this Section 9.1, Countrywide shall provide
such information as is reasonably available to Countrywide and at the sole cost and expense of the Purchaser.
(e) All Mortgage Loans not sold or transferred pursuant to an Agency Transfer,
Pass-Through Transfer or Whole Loan Transfer and any and all Mortgage Loans repurchased by the Purchaser with
respect to an Agency Transfer, Pass-Through Transfer or Whole Loan Transfer shall be subject to this Agreement
and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this
Agreement shall remain in full force and effect.
(f) If a Mortgage Loan is held by a REMIC, Countrywide shall service such Mortgage
Loans in a manner that the REMIC shall not fail to qualify as a REMIC at any time.
(SIGNATURE PAGE TO FOLLOW)
IN WITNESS WHEREOF, Countrywide and the Purchaser have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the date first above written.
COUNTRYWIDE HOME LOANS, INC.,
Countrywide
By:________________________________________________
Xxxx Xxxxxx
Vice President
XXXXXXXXX MORTGAGE HOME LOANS, INC.,
the Purchaser
By:________________________________________________
Name:
Title:
EXHIBIT H
COLLECTION ACCOUNT LETTER AGREEMENT
______,
To: _________________________
_________________________
_________________________
(the "Depository")
As "Countrywide" under the Mortgage Loan Purchase and Servicing Agreement dated as
of , 2005, between Countrywide Home Loans, Inc. and Xxxxxxxxx Mortgage Home Loans, Inc.
("Purchaser") (the "Agreement"), we hereby authorize and request you to establish an account, to be designated as
"Countrywide in trust for Xxxxxxxxx Mortgage Home Loans, Inc." All deposits in the account shall be subject to
withdrawal therefrom by order signed by Countrywide. You may refuse any deposit which would result in violation
of the requirement that the account be fully insured up to $100,000 as described below. The letter is submitted
to you in duplicate. Please execute and return one original to us.
COUNTRYWIDE HOME LOANS, INC.
By:____________________________
Name:
Title:
The undersigned, as the "Depository," hereby certifies that the above-described account has
been established under Account Number _________ at the office of the Depository indicated above, and agrees
to honor withdrawals on such account as provided above. The full amount up to $100,000 deposited at any time in
the account will be insured by the Federal Deposit Insurance Corporation.
___________________________
Name of Depository
By: _________________________
Name:
Title:
ESCROW ACCOUNT LETTER AGREEMENT
___________________ , _____________________
To:
(the "Depository")
As "Countrywide" under the Mortgage Loan Purchase and Servicing Agreement dated as of ,
2005, between Countrywide Home Loans, Inc. and Xxxxxxxxx Mortgage Home Loans, Inc. ("Purchaser") (the
"Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to
Section 6.6 of the Agreement, to be designated as "Countrywide, in trust for Xxxxxxxxx Mortgage Home Loans, Inc.
and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by
Countrywide. You may refuse any deposit which would result in violation of the requirement that the account be
fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one
original to us.
COUNTRYWIDE HOME LOANS, INC.
By:____________________________
Name:
Title:
The undersigned, as the "Depository," hereby certifies that the above-described account has
been established under Account Number _________ , at the office of the Depository indicated above, and agrees to
honor withdrawals on such account as provided, above. The full amount up to $100,000.0 deposited at any time in
the account will be insured by the Federal Deposit Insurance Corporation.
___________________________
Name of Depository
By: _________________________
Name:
Title:
EXHIBIT C
Reporting Formats
REPORTING DATA FOR DEFAULTED LOANS
Data must be submitted to Xxxxx Fargo Bank in an Excel spreadsheet format with fixed field names and data type.
The Excel spreadsheet should be used as a template consistently every month when submitting data.
Table: Delinquency
Name Type Size
___________________________________________________________________________________________________
Servicer Loan # Number (Double) 8
Investor Loan # Number (Double) 8
Borrower Name Text 20
Address Text 30
State Text 2
Due Date Date/Time 8
Action Code Text 2
FC Received Date/Time 8
File Referred to Atty Date/Time 8
NOD Date/Time 8
Complaint Filed Date/Time 8
Sale Published Date/Time 8
Target Sale Date Date/Time 8
Actual Sale Date Date/Time 8
Loss Mit Approval Date Date/Time 8
Loss Mit Type Text 5
Loss Mit Estimated Completion Date Date/Time 8
Loss Mit Actual Completion Date Date/Time 8
Loss Mit Broken Plan Date Date/Time 8
BK Chapter Text 6
BK Filed Date Date/Time 8
Post Petition Due Date/Time 8
Motion for Relief Date/Time 8
Lift of Stay Date/Time 8
RFD Text 10
Occupant Code Text 10
Eviction Start Date Date/Time 8
Eviction Completed Date Date/Time 8
List Price Currency 8
List Date Date/Time 8
Accepted Offer Price Currency 8
Accepted Offer Date Date/Time 8
Estimated REO Closing Date Date/Time 8
Actual REO Sale Date Date/Time 8
|X| Items in bold are MANDATORY FIELDS. We must receive information in those fields every month in order for
your file to be accepted.
The Action Code Field should show the applicable numeric code to indicate that a special action is being taken.
The Action Codes are the following:
12-Relief Provisions
15-Bankruptcy/Litigation
20-Referred for Deed-in-Lieu
30-Referred for Foreclosure
00-Xxxxxx
00-Xxxxxxxxxx
00-XXX-Xxxx for Sale
71-Third Party Sale/Condemnation
72-REO-Pending Conveyance-Pool Insurance claim filed
Xxxxx Fargo Bank will accept alternative Action Codes to those above, provided that the Codes are consistent with
industry standards. If Action Codes other than those above are used, the Servicer must supply Xxxxx Fargo Bank
with a description of each of the Action Codes prior to sending the file.
Description of Action Codes:
Action Code 12 - To report a Mortgage Loan for which the Borrower has been granted relief for curing a
delinquency. The Action Date is the date the relief is expected to end. For military indulgence, it will be three
months after the Borrower's discharge from military service.
Action Code 15 - To report the Borrower's filing for bankruptcy or instituting some other type of litigation that
will prevent or delay liquidation of the Mortgage Loan. The Action Date will be either the date that any
repayment plan (or forbearance) instituted by the bankruptcy court will expire or an additional date by which the
litigation should be resolved.
Action Code 20 - To report that the Borrower has agreed to a deed-in-lieu or an assignment of the property. The
Action Date is the date the Servicer decided to pursue a deed-in-lieu or the assignment.
Action Code 30 - To report that the decision has been made to foreclose the Mortgage Loan. The Action Date is the
date the Servicer referred the case to the foreclosure attorney.
Action Code 60 - To report that a Mortgage Loan has been paid in full either at, or prior to, maturity. The
Action Date is the date the pay-off funds were remitted to the Master Servicer.
Action Code 65 - To report that the Servicer is repurchasing the Mortgage Loan. The Action Date is the date the
repurchase proceeds were remitted to the Master Servicer.
Action Code 70 - To report that a Mortgage Loan has been foreclosed or a deed-in-lieu of foreclosure has been
accepted, and the Servicer, on behalf of the owner of the Mortgage Loan, has acquired the property and may
dispose of it. The Action Date is the date of the foreclosure sale or, for deeds-in-lieu, the date the deed is
recorded on behalf of the owner of the Mortgage Loan.
Action Code 71 - To report that a Mortgage Loan has been foreclosed and a third party acquired the property, or a
total condemnation of the property has occurred. The Action Date is the date of the foreclosure sale or the date
the condemnation award was received.
Action Code 72 - To report that a Mortgage Loan has been foreclosed, or a deed-in-lieu has been accepted, and the
property may be conveyed to the mortgage insurer and the pool insurance claim has been filed. The Action Date is
the date of the foreclosure sale, or, for deeds-in-lieu, the date of the deed for conventional mortgages.
The Loss Mit Type field should show the approved Loss Mitigation arrangement. The following are acceptable:
ASUM - Approved Assumption
BAP - Borrower Assistance Program
CO - Charge Off
DIL - Deed-in-Lieu
FFA - Formal Forbearance Agreement
MOD - Loan Modification
PRE - Pre-Sale
SS - Short Sale
MISC - Anything else approved by the PMI or Pool Insurer
Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent
with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property. The acceptable codes are:
Mortgagor
Tenant
Unknown
Vacant
Standard File Layout - Master Servicing
________________________________________________________________________________________________________________________________
Column Name Description Decimal Format Comment Max Size
________________________________________________________________________________________________________________________________
SER_INVESTOR_NBR A value assigned by the Servicer to define Text up to 10 digits 20
a group of loans.
________________________________________________________________________________________________________________________________
LOAN_NBR A unique identifier assigned to each loan Text up to 10 digits 10
by the investor.
________________________________________________________________________________________________________________________________
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
________________________________________________________________________________________________________________________________
BORROWER_NAME The borrower name as received in the Maximum length of 30 (Last, 30
file. It is not separated by first and First)
last name.
________________________________________________________________________________________________________________________________
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is ($)
expected to pay, P&I constant.
________________________________________________________________________________________________________________________________
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
________________________________________________________________________________________________________________________________
NET_INT_RATE The loan gross interest rate less the 4 Max length of 6 6
service fee rate as reported by the
Servicer.
________________________________________________________________________________________________________________________________
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
________________________________________________________________________________________________________________________________
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
________________________________________________________________________________________________________________________________
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
________________________________________________________________________________________________________________________________
NEW_LOAN_RATE The new loan rate as reported by the 4 Max length of 6 6
Servicer.
________________________________________________________________________________________________________________________________
ARM_INDEX_RATE The index the Servicer is using to 4 Max length of 6 6
calculate a forecasted rate.
________________________________________________________________________________________________________________________________
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
________________________________________________________________________________________________________________________________
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
________________________________________________________________________________________________________________________________
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle MM/DD/YYYY 10
that the borrower's next payment is due to
the Servicer, as reported by Servicer.
________________________________________________________________________________________________________________________________
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
________________________________________________________________________________________________________________________________
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
________________________________________________________________________________________________________________________________
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
________________________________________________________________________________________________________________________________
SERV_CURT_AMT_2 The second curtailment amount to be 2 No commas(,) or dollar signs 11
applied. ($)
________________________________________________________________________________________________________________________________
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
________________________________________________________________________________________________________________________________
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
________________________________________________________________________________________________________________________________
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
________________________________________________________________________________________________________________________________
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
________________________________________________________________________________________________________________________________
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
________________________________________________________________________________________________________________________________
PIF_AMT The loan "paid in full" amount as reported 2 No commas(,) or dollar signs 11
by the Servicer. ($)
________________________________________________________________________________________________________________________________
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
________________________________________________________________________________________________________________________________
Action Code Key: 15=Bankruptcy, 2
ACTION_CODE The standard FNMA numeric code used to 30=Foreclosure, , 60=PIF,
indicate the default/delinquent status of 63=Substitution,
a particular loan. 65=Repurchase,70=REO
________________________________________________________________________________________________________________________________
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
________________________________________________________________________________________________________________________________
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, 2 No commas(,) or dollar signs 11
if applicable. ($)
________________________________________________________________________________________________________________________________
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
________________________________________________________________________________________________________________________________
LOAN_LOSS_AMT The amount the Servicer is passing as a 2 No commas(,) or dollar signs 11
loss, if applicable. ($)
________________________________________________________________________________________________________________________________
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to ($)
be passed through to investors.
________________________________________________________________________________________________________________________________
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
________________________________________________________________________________________________________________________________
SCHED_PRIN_AMT The scheduled principal amount as reported 2 No commas(,) or dollar signs 11
by the Servicer for the current cycle -- ($)
only applicable for Scheduled/Scheduled
Loans.
________________________________________________________________________________________________________________________________
SCHED_NET_INT The scheduled gross interest amount less 2 No commas(,) or dollar signs 11
the service fee amount for the current ($)
cycle as reported by the Servicer -- only
applicable for Scheduled/Scheduled Loans.
________________________________________________________________________________________________________________________________
ACTL_PRIN_AMT The actual principal amount collected by 2 No commas(,) or dollar signs 11
the Servicer for the current reporting ($)
cycle -- only applicable for Actual/Actual
Loans.
________________________________________________________________________________________________________________________________
ACTL_NET_INT The actual gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current ($)
reporting cycle as reported by the
Servicer -- only applicable for
Actual/Actual Loans.
________________________________________________________________________________________________________________________________
PREPAY_PENALTY_ AMT The penalty amount received when a 2 No commas(,) or dollar signs 11
borrower prepays on his loan as reported ($)
by the Servicer.
________________________________________________________________________________________________________________________________
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
________________________________________________________________________________________________________________________________
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
________________________________________________________________________________________________________________________________
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
________________________________________________________________________________________________________________________________
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
________________________________________________________________________________________________________________________________
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
The numbers on the form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization
Schedule from date of default through liquidation breaking out the net interest and servicing
fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if
all delinquent payments had been made as agreed. For documentation, an Amortization Schedule
from date of default through liquidation breaking out the net interest and servicing fees
advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as
calculated on a monthly basis. For documentation, an Amortization Schedule from date of default
through liquidation breaking out the net interest and servicing fees advanced is required.
4-12. Complete as applicable. All line entries must be supported by copies of appropriate statements,
vouchers, receipts, bills, canceled checks, etc., to document the expense. Entries not properly
documented will not be reimbursed to the Servicer.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. All line entries must be supported by copies of the appropriate claims
forms, EOBs, HUD-1 and/or other proceeds verification, statements, payment checks, etc. to
document the credit. If the Mortgage Loan is subject to a Bankruptcy Deficiency, the difference
between the Unpaid Principal Balance of the Note prior to the Bankruptcy Deficiency and the
Unpaid Principal Balance as reduced by the Bankruptcy Deficiency should be input on line 20.
22. The total of lines 14 through 21.
Please note: For HUD/VA loans, use line (15) for Part A/Initial proceeds and line (16) for Part
B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain,
show the amount in parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
XXXXX FARGO BANK, N.A.
CALCULATION OF REALIZED LOSS/GAIN
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
____________________________ __________________________ ____________________________
Servicer Loan No. Servicer Name Servicer Address
____________________________ __________________________ ____________________________
XXXXX FARGO BANK, N.A. Loan No._____________________________
Borrower's Name:________________________________________________________
Property Address:________________________________________________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $________________(1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) $________________(12)
Cash for Keys__________________________ ________________
HOA/Condo Fees_______________________ ________________
______________________________________ ________________
______________________________________ ________________
Total Expenses $________________(13)
Credits:
(14) Escrow Balance $________________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance Proceeds ________________(18)
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________(21)
_________________________________________ ________________
_________________________________________ ________________
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
EXHIBIT D
Loan Delinquency History
Loan Number Servicer 30 Day Delinq 60 Day Delinq 90 Day Delinq Foreclosure Bankruptcy REO
________________________________________________________________________________________________________________________________
390440503 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390440681 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390444749 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390444232 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390444416 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390444937 Xxxxxx Xxxxxxx Credit Corp 1 0 0 0 0 0
390445569 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390445702 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390445968 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390446034 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390446085 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390446201 Xxxxxx Xxxxxxx Credit Corp 1 0 0 0 0 0
390446839 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390446851 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390447287 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390447312 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390447316 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390447333 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390447444 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390447521 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390447534 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390447597 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390447607 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390447811 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390447867 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390448080 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390448310 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390448616 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390449322 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390450382 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
390450804 Xxxxxx Xxxxxxx Credit Corp 0 0 0 0 0 0
